Black Cat Breaks In (MCU Spider-Man x Black Cat)
by MaskedLady710
Summary: Spider-Man has become fascinated with an anonymous thief with a heart of gold named Black Cat. She steals, yet protects the innocent, and Spidey is eager to find out why. Little does Peter Parker know though that this woman's alter-ego is a girl at school who's recently become his chemistry partner. This is my take on Black Cat if she was in the MCU.
1. Chapter 1

_So this story is my attempt to envision Black Cat in the MCU, at least in my mind. So it's not meant to be taken too seriously. That said, hope you like it!_

_Note: This story takes place after Civil War and Homecoming but before Infinity War._

_Disclaimer #1: I do not own the MCU, nor any of the characters in it. Nor do I own any of the images featured. Some of the characters featured here, however, are mine._

_Disclaimer #2: I found this great MCU style version of Black Cat's suit, by jaysanturri on DeviantArt. This is the version that will be used in this story. (jaysanturri/art/MCU-Black-Cat-622829311)_

* * *

Chapter 1

_New York City  
__Museum of Natural History  
__10:04 P.M._

_BEEP! BEEP! BEEP! BEEP!_

No other sound was more pronounced in a certain young woman's ears as she raced down a hallway in the prestigious Museum of Natural History. Well, it would have most certainly been had a certain someone not made a mistake or had some sort of malfunction that exposed the living shadow to the security guards now hot on her trail. Somehow their shouts carried above the blaring alarm noises coming from all directions.

"Stop! Stop!" "Hold it!"

The masked young woman in black rolled her eyes as she continued to sprint further down the hallway that was starting to feel endless. She never understood the redundancy of security guards and cops yelling at criminals to stop. They almost never do. And neither would she. Regardless, it was her frustration that partly fueled her onward. She reached a hand to her ear and said quietly, "White Cat, you and I are gonna have a _serious_ chat about this when I get outta here!"

"_Well_," another young woman on the other end bashfully replied, "_at least you got the prize, didn't you?_"

"Yeah, but it's not like I can just ask them to politely allow me to steal it!"

"_Well, technically it's not stealing_," White Cat replied with a slightly more nervous tone. "_And besides, you could always–_"

"No!" The young woman in black interrupted her. "I am _not_ going to assault them either! Besides, I already have enough charges on me!"

"_Cut it out, you two!_" A third woman's voice on the other end spoke up. "_Black Cat, what matters right now is that you get out of there ASAP! I'm routing a course for you right now, you copy?_"

"Copy that, Gray Cat," Black Cat acknowledged her. Once she said so, she heard a bit of chuckling on the other hand from White Cat, and were the situation not so dire, Black Cat would probably have as well. As much as the two assured Gray Cat that they did not give her that codename because she was the oldest of them, White Cat wasn't always the best at hiding how funny she thought it was.

She did say one right thing though, that this technically wasn't a robbery. But that didn't mean it didn't look that way to anyone else, especially the security guards that seemed to have as much fuel to catch Black Cat as she did to escape them. With that thought in mind, she redirected her focus to the immediate situation, and she listened out for any directional input from Gray Cat.

"_Left!_" "_Right!_" "_Straight down the hallway!_" "_Do not turn unless I tell you!_"

_Of course, SIRI_, Black Cat thought as a corner of her mouth turned up in a smirk. She probably would have said it outright had she not been using every bit of oxygen in her system to keep running. For a moment, she was thankful that her parents had encouraged her all her life to be physically active. But that thought was followed shortly after by a sort of emotional heaviness…one that she quickly found herself paying the price for.

"_Black Cat!_" the voices of both White Cat and Gray Cat shouted in her earpiece, making her flinch. But what fully made the shadowy thief stop in her tracks were the six armed guards just a few feet in front of her, their guns pointed straight at her, big guns.

"Freeze!" one of them shouted at her. As if she hadn't already. If her memory was correct, this was the first time she'd actually obeyed such a command. But suddenly, her ears picked up the sound of yet more footsteps behind her. She dared to look around, and though she knew it was coming, her heart still pounded with excessive amounts of adrenaline as six more security guards – and six more guns – came around the corner from the hallway she'd just passed through, and also pointed their weapons at her.

"Stay where you are, Black Cat!" one shouted. "You're under arrest!" And masked young woman bit her lip as she realized that, if she didn't do something fast, she might very well be facing authorized apprehension, and the end of her life as she knew it.

One of the men from the unit in front of her spoke up, making her turn to face them again. "Knees on the ground! Hands on your head! Now!"

Five seconds. That was literally all the time Black Cat had to come up with an escape plan before they forced her to the floor. Fortunately, it only took her three seconds to find a way out. The mask that concealed her identity also acted as night-vision goggles, granting her a much more well-lit vision of scenery when it was mostly dark. Her eyes quickly spotted a sort of pipe just underneath the ceiling, and immediately deemed it worthy of use.

Counting down from three in her mind, Black Cat slowly raised her hands up toward her head, making it look like she was obeying the guards. _Three, two, one…_

In the blink of an eye, the thief in black directed her left fist toward the pipe she'd initially aimed for, pressed a button in the palm of her glove, and out from her wrist shot a grappling cable which took hold of the pipe instantly.

"What the?!" one of the guards behind her shouted. But by then she was already moving.

Gripping her cable, Black Cat jumped onto the wall, running along it for three steps. All the guards moved their guns toward her, but she was proving to be too fast for them, as she retracted the cable, leaped down from the wall at the same time, and shoved her booted foot to the face of the nearest man who just about used his gun on her.

But she wasn't done yet. Once she landed, the thief landed on all fours – as was her preferred method of landing – and then shot her right fist in front of her, pressing the button in her palm just as she did with her left. An identical grappling hook shot forward, but this time, it took hold of a guard's belt. Though she could've used it for more humorous purposes, Black Cat sharply pulled her wrist, and the grappling hook, back, sending the man to the floor.

While the remaining guards behind him ended up joining him on the floor, Black Cat couldn't help but smirk once the cable retracted and she stood on two feet again. Without wasting another second, she took off down the hall once again.

"_Well that was just awesome!_" White Cat said in her earpiece. "_I thought you were a dead man…or girl!_" Black Cat's smirk broke into a brief chuckle, both at the comment and at feeling the thrill of the chase that, though not yet over, had to be reaching its end. And part of her wanted to depart in style.

Just as she was thinking that, Black Cat looked forward at – if the night-vision on her goggles wasn't lying – what seemed to be her ticket out of this place.

Nevertheless, she felt the need to speak to her comrades. "Hey, Gray Cat! Is it safe for me to jump through that window?"

Though she didn't stop to listen for an answer, she still got one as she sprinted forward full speed ahead. "_I-I think so but Black Cat what are you–?!_"

_CRASH!_

The piercing sound of the glass breaking seemed to echo into the nighttime air as the now silhouetted thief dove through the window. For the briefest moment, Black Cat felt the slightly chilly New York wind flying around her person. And just as she'd thought, the building in front of her was within just enough distance for her to land on her feet and tumble forward to smooth out the landing.

Once standing upright again, she finally let out the breath she'd been holding for the jump in a gasp of relief. At the same time, she could hear White Cat laughing through her earpiece. "_Oh MAN! That was even cooler! Are you seriously sure you aren't half-cat?!_"

Black Cat smiled and couldn't help but humor her. "What would be confirmation for you? Me suddenly growing ears and a tail?" It was ironic that even though her codename was Black Cat, her costume didn't feature ears and a tail, though she did sport fur on her forearms and jacket collar.

"_But what about the blood diamond?!_" Gray Cat suddenly spoke up in alarm. "_Is it safe?!_"

Already on it, Black Cat had dropped to one knee, pulled the small carrier bag off her back, and opened it in mere seconds.

She let out a sigh of relief that her prize – the first and only truly red diamond ever discovered – was in perfect condition. "We're good. You copy, Gray Cat?"

"_Copy_," Gray Cat replied. "_You might wanna get moving though cause here come the cops!_"

Once again already ahead of her partner in crime – with the unmistakable sound of police sirens alerting her – Black Cat took off away from the museum building, still feeling the thrill at just having barely gotten away.

"Seriously though, White Cat," she said as she ran, then leaped from one rooftop to another, "whether it was you or your faulty tech, you and I need to chat. This is the closest I've ever gotten to getting caught." Though, admittedly, the blame was partially on her as well.

"_Copy_," White Cat sighed in the sting of shame as she acknowledged her. "_You want us to go ahead and meet you at HQ?_"

"Roger," Black Cat replied just after catching a cable line that she then zipped across. "I'll see you guys soon. Over and out."

"_Just watch your back, Black Cat_," Gray Cat said. Then with a bit more of a somber tone, she added, "_Seriously, please watch yourself. We don't want any more screw-ups tonight. Over and out._"

And with that, the connection was cut. By then, having listened to her comrades change of tone, Black Cat's smile had faded into a frown, even as she continued to free run her way on the forest of buildings that made up the city of New York, which had been her home for almost a year now. She very much understood Gray Cat's familial concern, even if it sometimes got a bit grating. The past year had been hard for all three of them after suffering perhaps the biggest loss in their lives. All they really had now in this world was each other. But they were determined to press on and look out for one another.

Just when that thought came to mind, Black Cat thought she heard someone's echoing shouts of distress. She froze at the middle of the rooftop she'd just landed on and listened out for it again. It turned out she wasn't just hearing things. It sounded like it was coming from what seemed to be an alleyway two buildings ahead of her. Though a bit of a chill ran through her at the thought of literally stepping into an alleyway, she knew she had to help. This shadowed thief was also a bit of a vigilante. If she could ever use her skills to help innocents, she would.

* * *

Meanwhile, though the thief in black had no way of knowing, a lone figure in red and blue – or, rather, simply Spider-Man – landed just outside the alleyway. Just now he'd heard a young man's shouts, which had eerily reminded him of his best friend Ned.

"Karen, did you hear that?" the young hero asked his suit's A.I. support. "Sounded like a guy getting jumped or something."

"_I did_," the A.I.'s feminine electronic voice replied. "_The commotion seems to suggest an armed robbery. I advise that you take immediate action._"

"Already on it," Spider-Man nodded as he began rushing toward the scene. "Thanks, Karen!"

"_You're welcome_," Karen replied, making the teenager smile behind his mask, both at his A.I.'s personality and the fact that he had enjoyed being just a friendly neighborhood Spider-Man for almost half a year, with nothing huge save for…that incident last year at Homecoming…

Shaking his head briefly to regain focus, he stopped in his tracks at the front of the alleyway to see, not Ned – thankfully – but a guy who looked like a regular community college student. Apparently he must've been on his way home from some late studying when he got hounded by three bullies. Bullies who were holding him against the wall at knifepoint. Though Spider-Man knew this student's life was probably in his hands, he still wanted to get creative in how he could distract the assailants. And it didn't take long for him to come up with something.

"Hey, three stooges!" he called, making all three of the guys look up at him. The student gasped once he caught sight of him, though the poor guy seemed to have lost his voice from his fear.

"Yeah, that's right, you heard me!" Spider-Man continued smart-mouthing them. "Why don't the three of you pick on someone your own size?"

In spite of his expectations, the assailant holding the knife didn't appear impressed or intimidated. "What makes you think you can tell me what to do, Spider-Boy?"

"Wha–?!" Spider-Man gasped at the one insult he always disliked with a passion. "I'll have you know that I am a man just as much as you are, _Sir_!"

"Then prove it, kid," the knife-wielding guy dared him as he began marching forward, his weapon in hand. The hero in red and blue was just about ready to go into full-on combat mode, when all of a sudden, seemingly out of nowhere, a sixth person landed in the middle of the alleyway, making all heads there turn that way. In no way could any of them have been prepared for what they saw right then, especially Spider-Man.

Not at any point in his memory could he recall ever seeing someone quite like the athletic-looking woman in front of him. She was dressed almost completely in black, with white fur lining the forearms and collar of her jacket. Her pale face – which looked rather alarmed upon seeing him – was framed with long purely white hair, her lips were painted black, and a black mask seemed to conceal the upper half of her face from him. But Spider-Man didn't necessarily have to literally unmask her to find out who she was.

"K-Karen, who is this?!" he asked in confusion. To his surprise, he didn't get an answer until five seconds later. Karen didn't usually take that long.

"_I am afraid I cannot tell you_," her reply finally came. "_Her mask is not allowing me to scan her features._"

Spider-Man furrowed his eyebrows in confusion, the eyes of his mask narrowing. _That's weird_, he thought. _That would require some sophisticated tech._

Whatever his thoughts, the guy holding the knife made his perfectly clear as he strode toward her. "Hey missy, this is a dude-only zone, so why don't you be a good girl and get lost!"

Spider-Man watched the woman's every move. She didn't speak. She didn't even flinch. If anything, he thought he saw her smirking at the guy who had a bit of a bulky frame and was a head taller than her. He flinched when he saw the man throw a punch at her, and then flinched again when the woman not only dodged his punch, but quite literally redirected the hit at him.

While a little shaken, the guy was clearly not gonna go down without a fight. He took out his knife again and growled as he hurled himself at her. Once again, Spider-Man held his breath as he watched the masked woman dodge the knife-wielder, grab his outstretched arm by the wrist, and ram her elbow into the middle of his arm, making him let out a yelp of pain. After which, she quickly grabbed his knife for herself before it could hit the ground, took the shoulder of his injured arm, and planted his back against the brick wall, pointing his own weapon at him.

The guy was obviously none too pleased at finding himself in the same position as his intended victim, who was still being held back by the other two men. Gritting his teeth in anger, the knifeman shouted at his guys, "Well, KILL 'ER!"

The two immediately leaped into action. Though Spider-Man's hero instincts told him to help the silent woman, he still couldn't help but watch as she proved she could take care of herself.

While an audible word never passed her lips, she made her feelings about the situation clear as she fought back. One guy ran toward her, intending to nail her with his fist, but she dove to the ground and whipped her leg around to literally sweep him off his feet.

As for the other guy, for whatever reason he tried the same move. This time, the woman jumped backwards onto her hands, throwing her feet up in the air. Immediately she clapped the man in the chin. Just as quickly, the woman regained her feet. Before the guy could move a hand to his injured chin, she grabbed his wrist, and Spider-Man's eyes widened as he watched her bite down with pretty convincing-looking fangs on the man's hand, making the latter let out a pained cry.

But she wasn't done yet. The woman then took the guy's other arm, pulled it toward herself, and then rammed her elbow into his back, sending him to the ground along with his buddy.

"Look out!" Spider-Man then shouted right as the original knifeman dove toward her. With catlike reflexes she spun out of the way and kicked his backside. Instead of letting him hit the ground though, the woman shoved him face-first to the brick wall, then wrapped what appeared to be a cable around his neck as her foot pressed him into his back, firmly planting him against the wall.

Spider-Man continued to watch with a growing sense of awe as she leaned toward the guy's ear, and said something quietly to him. Though Spider-Man couldn't hear her, he had a pretty good idea of what she was saying, because the guy nodded begrudgingly. She released the cable and her foot from his back, allowing him to turn to his guys who had just barely started regaining their feet.

"Come on, dudes," the knifeman sneered at them in disappointment. "Let's go watch a real catfight." The two men nodded at him, and hastily followed their ringleader out of the alleyway and onto the street.

Spider-Man and the woman then met eyes again. And though she continued to stay silent, she nodded her head in the direction the guys went off, as if to give the hero a signal. Luckily, he seemed to get it, and before the three stooges could make it too far down the street, Spider-Man used his web-shooters on them. Before they knew it, they were on the ground, wrapped in webbing, and shouting curses into the air.

Though he didn't just come from an intense run or a fight, Spider-Man nonetheless felt breathless after having watched the remarkable woman's display of skill. "Hey, I don't know who you are," he said a bit shakily, "but, thanks a lot. Seriously, I really owe you o–"

Spider-Man had turned his head toward her, and gasped at what he saw next. Were his eyes deceiving him, or was he seeing her scale up the brick wall in a way almost identical to his?! The night vision in the eyes of his mask quickly spotted the claws at the ends of her fingers. Still, it baffled him, almost like he'd been robbed or something.

While he otherwise would've taken action, the hero simply stood dumbfounded where he was as the woman stood on the rooftop of the building, her silhouette almost completely black against the full moon.

"What the–?! Who–?!" Spider-Man stammered until he found his voice. "W-where'd you come from?"

The woman only continued to stare at him, until she flinched, and then turned and hightailed it out of the area, leaving Spider-Man's sight. Only when she left did he start to hear the police sirens. Immediately, he recovered from his almost spell-like trance of fascination to remember there was a victim behind him who needed help. Speculation on the crazy cat lady could wait for later.

* * *

While Spider-Man and Black Cat went their separate ways, nobody had any way of knowing there was a third figure hiding in the shadows deeper into the alleyway. None of them ever saw the woman grinning like a snake as she videoed the entire scene with specially designed goggles. Eager to report, she reached her fingers to her ear. It wasn't long before she got a response.

"You got something for me?" a man's voice asked on the other end. "I don't have time for jokes."

"Oh believe me," the woman replied. "I think you'll find this very interesting, sir…"

While Spider-Man helped the police apprehend the suspects and assist the victim, the woman with a sinister aura about her disappeared, along with her evidence, into the night. And all the while, the other, more catlike young woman, made her way back to HQ as fast as her tiring feet could carry her…

* * *

_Reviews would be appreciated._


	2. Chapter 2

_Note: To make this clear, yes, I know Dmitri Smerdyakov appeared in Far From Home. But by the time I saw it, I was too knee-deep in developing this story, so I did some editing and made them different persons._

_Besides, the MCU has two versions of the Mandarin. So there…!_

* * *

Chapter 2

_1 Week Later_

The sun had just barely risen, and already it seemed like another ordinary workday to New York's citizens. Ordinary looked slightly different though for those who worked at the Ravencroft Institute for the Criminally Insane. Indeed, it could even be said that those who willingly come and go every day might not be completely in their right minds themselves. After all, would any truly sane person be eager to take up a job at a place that combined the (almost) inescapable walls of Alcatraz with a certain British lunatic asylum that once held a man suspected of being Jack the Ripper?

The paradox of the insane believing they are sane notwithstanding, no one really took notice of a particular nurse as she passed through the main lobby. Though tall, her dark blond hair done in a ponytail always looked a bit frizzy, and her glasses certainly assisted in her appearing to be an ordinary working lady. Or rather, ordinary to the other employees who worked at the institute.

But it was all a ploy, an illusion, a conspiracy of the senses. And this made the young woman grin as she walked her way down a hallway toward her intended destination, carrying a folder containing important documents at her side. After taking an elevator that stopped at two floors built underground – because one can't simply keep psychopathic prisoners aboveground – and once she departed, the place truly had a sort of mad air about it. It certainly helped that the cells that stretched down the hall every two rooms or so housed an inmate/patient were up to things that ranged from weird to downright bizarre.

The blond woman had always seen a bit of glamor in people that most would consider unwell. But she was looking for one oddly attractive madman in particular. Fortunately, it wasn't too long before she found him, sitting at the edge of the bed in his cell, blankly staring ahead at the glass wall even as she came into his view.

Compared to some of the other "residents" in this madhouse for criminals, this one seemed rather normal at first glance. While he had renounced his Russian citizenship long ago to trade it for American, he looked like most people of Eastern European origin. Sandy blond hair, blue eyes, a nicely shaped face. His physicality wasn't too bad either. But if one looked long enough into that Slavic blue gaze of his, there seemed to be a sort of darkness in them that had drawn the blond woman to him from the time they first met. And today was no different.

"I've brought your medication, Mr. Kravinoff," she said before punching in a code and opening the door.

Whereas most employees were sane enough to have one or two people accompanying them whenever attending to an inmate, this woman was perfectly fine with going in alone. And whereas some prisoners would resist – sometimes violently to the point of having to be restrained – this one was much more calm and cooperative. Though again, that was how they would appear to most passersby.

The truth, however, was much more interesting, if not sinister. Not only did they know each other quite well, but the woman knew that Mr. Kravinoff was not truly mad – at least, according to her definition of the word. It was on the other hand a devilishly clever act, and one that she was in on. The otherwise unremarkable blond didn't actually carry any medication for her inmate, at least, not in its usual form.

After making sure no one was watching – from behind either the glass wall or one of the hallway's security cams – she took out from her folder what she truly intended to give him, that which was coded as "medication," as agreed. With the weight of a feather, she laid the two papers on the bed next to her inmate. With an equally light touch, he took both up in his hands.

"Thank you, Diane," he inclined his head. Heavens, even doing something as simple as that made him so darkly handsome.

"You're welcome, Mr. Kravinoff," she replied softly.

"Please, just call me Dmitriy," he spoke again with a voice that still had hints of a Russian accent, another plus. "We had this talk before already."

"Okay, Dmitriy…" Diane repeated, his name feeling like honey on her tongue.

Dmitriy's eyes remained locked on the papers in his hands. But even then, he went over them remarkably briefly before handing them back to Diane.

"So, this is our girl?" he asked. "You are certain?"

"I've spent nearly a week watching her and her apartment complex," she replied. "If I were you I'd say I'm pretty certain."

"Indeed," Dmitriy blinked at her. "That is why you are here with me at the moment."

He then looked again at the papers now in her hand, looking over the information provided one more time.

"Felicity Harding. That is her name?" Dmitriy wondered out loud. Slowly, the corners of his mouth turned up into a smile. "Interesting…"

"She doesn't live alone though," Diane pointed out. "Besides, she's sixteen years old. She has two older sisters, Flannery – called Flynn – and Faye. They all share an apartment together."

The Russian-born man's smile grew even bigger. "Even better."

Diane raised her eyebrows. "You don't think they'll pose a threat?"

"Oh no," Dmitriy shook his head. "The more the merrier, as they say. I have not had a decent challenge in quite a while."

"Do _I_ not count as one?" Diane asked flirtatiously. Dmitriy finally looked up at her, the expression on his face unchanged.

"You are a different kind of challenge, I am afraid," he replied.

_Really now?_ Diane thought as she raised an eyebrow. Even if she was a different sort of challenge, she was still a challenge nonetheless. And given how rare such compliments were from him, she would remember and treasure every single one of them.

"No," Dmitriy added dismissively as he looked away from her again, causing her smile to lower slightly. "I mean this sort of challenge; the cat-and-mouse sort of kind. Indeed, it really is kind of like a game for me!"

He chuckled at his own joke before his quiet determination returned. "And a far better game than any other that I could play."

Diane's smile returned as he once again seemed like a god among mere mortals. "When do we strike then?"

"When I say so; not if, but when," Dmitriy replied humorlessly. But his smile grew back at how eager the foolish young woman was to serve him. Even so, she was of good use. Were it not for her, he likely would've found himself in an infamously hellish Russian prison rather than this remarkably – and ironically – much more humane American madhouse. He likely would've not received an opportunity such as this to have his revenge.

* * *

_Queens_

Peter Parker let out an enormous yawn as he dragged his backpack out of his room. Maybe staying up half the night tracking down a New Jersey arsonist that had fled to New York wasn't the best idea. Granted, he had gotten his man right when he was about to set a building ablaze. And it was kinda miraculous that not one arson in New York was reported that night. But why did the guy have to send him on a wild goose chase for hours on end with the reward being only four hours of sleep before school the next day? Peter rolled his eyes at the memory. Criminals could be so unreasonable.

"Good morning sleepyhead," a woman's voice called out to him. Peter's vision finally started to focus and he saw it was his Aunt May, whose smile quickly sank into a frown upon seeing her tired nephew. "Boy, you look a bit…" She paused to search for the right words. "…worse for wear."

"Yeah, I know, right?" Though he'd done his best to look presentable, the heavy look in his eyes said it all. "But you try looking all night for a guy who turned out to be smart enough to hide in a sewer, where Spider-Man didn't think to look for him."

"Oh I'm sorry," she said as she closed the refrigerator door. But Peter could tell by the solemn look on her face that she wasn't done. "I know you're doing good and even great things as Spider-Man. It's just…I've been aware of this for six months now and, guess I'm not completely used to the idea yet."

Now it was Peter's turn to feel sorry. While he was oddly relieved that he no longer had to hide his superhero activities under the guise of a "Stark internship" from her anymore, he felt bad that it still brought her stress anyway.

"I get it," he nodded. He then shrugged his shoulders and added. "At least there hasn't been anything as huge since then. And besides, I don't want to let down Mr. Stark…again, anyway."

Though Peter was eventually vindicated about the criminal activities of Adrian Toomes – otherwise known as the Vulture – he would never forget that profoundly disappointed look Tony Stark gave him after he helped Peter fix a disaster involving a ferry. Getting such a look from the man he practically idolized…he didn't want to ever feel it again.

May silently acknowledged his words, but she had to bring up his issue at hand again. "Do you want some coffee, Peter? It may just be caffeine but it would be better than nothing."

"Can't argue with that," he agreed. "Caffeine, the next wonder drug." May laughed softly, and the next thing Peter knew, he was already halfway through his coffee and already starting to feel its effects.

But before he could down the rest, Peter jumped in his seat when he felt his phone in his pocket buzz and heard its ring. He quickly fished it out and, with his eyes the widest they'd been all morning, saw it was none other than Mr. Stark calling him. He answered the call and facetime request in half a second, but only after nearly dropping the phone.

"Hey, good morning, kid, ho–" Tony paused in brief surprise before replying bluntly, "Wow, you look awful."

"Thanks!" Peter smiled, taking that as a compliment. "I spent like half the night trying to find this one guy."

"Ah yes," Tony sighed, "the classic rite of passage of the all-nighter. It's about time you had one."

"I-I know, right?" Peter threw up his hand. Truth be told though, he was eager to change the subject. "Enough about that though, what's up?"

"Oh nothing, nothing. Seeing as how you look quite tired, I suppose I should let you get some rest while I hand this new potential mission over to someone else."

Peter was as awake as he was once tired once he heard the second half of the last sentence. "S-say what?! Y-you have a new mission for me?!"

"Did I say that?" Tony teased him. "Is that what I said just now?"

"Seriously, what is it?!" Peter asked, feeling like a little kid on Christmas morning.

Before Tony could answer though, Peter interrupted him upon remembering a rather important detail. "Wait, wait. My, um, my, aunt, is here."

"Is she now?" Tony asked, his eyebrows raised in interest. "Hi, May! How you doin'?"

"Good morning!" May laughed. Peter on the other hand was as red as his suit. He needed to intervene _now_.

"Yeah, okay, good, you said your hellos!" he said rapidly. "I just wanna know if it's okay for her to hear this, or if you need to tell me in private."

"Oh no, she can hear," Tony replied. "If anything she should know what's up. So long as she doesn't tell anybody."

"And if I do?" May asked as a joke, which Tony quickly caught on to.

"You get no more hellos from me."

Eager to escape his growing discomfort as much as he was to hear what this new mission was, Peter put an end to this. "Alright, alright, we get it. What about the mission? What've you got for me?"

"Oh that, almost forgot, thanks for reminding me," Tony chuckled. He then took on a more serious tone as he went on to brief his teenage protégé about his new assignment.

"Peter, have you been watching the news at all lately?"

Peter gave Tony a confused look and shook his head. "Uh, not really. Why?"

"Well it appears that New York's media circus has found a new celebrity to fawn over. Other than me. And you."

Peter felt a slight bitterness at those last two words. His best friend Ned had once asked him how it felt to be famous without anyone knowing it was him. And while it did feel fun for a little while, it eventually…didn't.

"In fact, why don't you turn the news on?" Tony suggested. "Looks like they're fawning over her right now."

"Who?" Peter asked. He then heard his aunt turn on the TV, which was already showing the news. He read the headline as soon as it came up.

**NEW EVIDENCE IN BLACK CAT MYSTERY?**

Already intrigued, Peter proceeded to try and listen to the newscasters while watching the footage being shown.

"_It may not be much, but this mere twenty seconds of an iPhone video could provide a new lead for the NYPD's search for the mysterious woman known only as the Black Cat… As you know, for the last month, just about every major news media outlet, and every social media outlet, has been covering the story of the vigilante-thief whom the NYPD has dubbed the Black Cat. Both for her mostly black outfit and her "cat burglar" style of robbery. Ever since her first robbery five weeks ago of the prestigious jewelry store…_"

By now, Peter had tuned out the newscaster's voice, having become quite nearly mesmerized by what he was seeing on the screen. While the quality wasn't the best and didn't provide him with too much of a clear view of the woman being discussed, he knew – could even swear – he'd seen her before. But it wasn't until the titular new evidence was shown that he did know beyond the shadow of a doubt.

"_As you can see, we've been recycling through pictures and video footage. That's because in the five weeks since she first appeared there have been very few visuals available for the police to go on. Except perhaps now._"

The newscaster stopped talking and the twenty seconds of the aforementioned video was played. Although it appeared to be nighttime, it showed two sidewalks across from each other with a concrete road in-between. Streetlights lined both sidewalks. And the buildings themselves looked to be mostly made of brick, at least from what Peter could see. But five seconds in, his attention was focused entirely on the video's subject.

Thankfully the phone's camera held still enough for him to actually see her. And once he did, Peter's eyes went wide with recognition. Here in black and white – no pun intended – was the woman who still remained fresh in his mind even after a whole seven days. His eyes remained locked on her as she came from an alleyway between two buildings, looking around as if to make sure no one was watching. Immediately after, she ran to the pole of a streetlight with speed and precision that rivaled Peter's.

Though she hid behind the exposing circle of light, he could still make out her shadow as well as her pale face, white hair, and the white fur on her outfit. She turned her head and, while surprised that she'd been spotted, instead of being alarmed, she looked pleased. For a brief moment, Peter thought he saw her smirk before she blew a kiss to the person videoing her, before finally going back on her way down the darkness of the street.

Whatever the newscaster said after, Peter didn't hear it. His eyes still wide, he pointed a slightly shaking figure at the screen – although the shadowy woman was no longer on it – and said with a matching voice, "H-hey, I-I know her!"

"What?" Tony asked in alarm. "You mean you know who she is?"

"No!" Peter shook his head. "I-I mean…ugh!" After remembering to make his words at least somewhat intelligible, he told it all. "I don't know who she is, but I did see her…" He paused momentarily, suddenly feeling sheepish. "…Last week."

"Are you kidding me?" Tony asked, though he knew it was pointless. "You saw her a _week_ ago, and you didn't tell anybody?"

"Mr. Stark, please, I don't wanna play good cop bad cop," Peter tried to appease him. "I mean, looking back, yeah, maybe I should've said something. I seriously don't know why I didn't think to. Even Karen couldn't tell me who she was! And Karen knows everybody!"

"Are you serious?" Tony asked, now eager to truly know. "You're sure it wasn't a simple malfunction? Because it's not exactly easy to outsmart an A.I. like that."

"I know, I know!" Peter nodded, trying not to sound like he was whining. "I just… When I first saw her – and it was in this dark alley, nowhere fancy. But…man, you should've seen her!"

If Peter was trying to act mature before, all of that quickly disappeared. "When she took on three of these gang members, it was like she could've been Black Widow's twin! She just did it without breaking a sweat! Even when she left, she literally climbed up the side of this building with these claws like they were fingernails! It was all so cool!"

"Okay, okay, I get it. You have a crush on her," Tony tried calming him down.

And it actually worked. "Wha–?! I didn't say that!" Peter insisted.

"Sounds like a crush to me," May spoke, suddenly reminding Peter that she was in the room, and making his face feel warm again.

"Look," he then said, trying to get away from the feeling, "my point is…I…had a good time watching her. And then, she just left. And she didn't even say a word the entire time I saw her."

Tony looked interested for a moment, then let out an exasperated sigh. But he ultimately couldn't blame Peter. "I guess I will give you a bit of a break. But if you want this mission you're gonna have to keep a level head."

"Oh, sure, sure, of course," Peter eagerly nodded in agreement. Suddenly, he frowned and asked, "Wait, this has to do with her doesn't it? The Black Cat?"

Tony grinned. "I always knew you were a genius, kid." But then he grew more serious. "Serious business though, to bring you up to speed, in the last five weeks this woman has carried out three high-profile robberies at places that are pretty hard for a common crook to get into, including the Natural History Museum last week."

Peter frowned again upon making a sudden realization. Had that robbery happened the same night he came across her? It did bother him, until he had another sudden realization. "Wait a minute," he stopped Tony. "You don't think she's gonna try to rob your place?"

"No," Tony replied pretty confidently. "But given her previous robberies, and the show she apparently put on for you, I'd rather not take any chances."

Peter briefly donned a thinking face. "So…you want me, to find her, and turn her in?"

"Now we understand each other," Tony smiled again. But once Peter looked at the time on the phone, his eyes went wide with alarm.

"Oh shoot! I'm gonna be late!" He grabbed his backpack and briefly waved to his aunt before rushing out the door and down the hall of the apartment complex, the phone still in his hand. "You can count on me Mr. Stark! I'm gonna find that crazy cat lady and lock her up in the pound! See ya!"

Without waiting for any response, Peter hastily hung up and continued to make his way downstairs. But even as he did, part of him started to have a bad feeling about all this. He'd seen this lady heroically defend that one guy before he'd ever heard of her stealing things, something villains usually did. But if that was true, and she even caught the attention of Mr. Stark, he would do what needed to be done. If only…if only he didn't have this gut feeling that doing what was right also felt kind of wrong.

* * *

Not too far away at another apartment complex, a girl in her mid-teens was still sleeping as peacefully as the cat lying next to her in the bed. Only now, she was beginning to awaken, and the first thing she heard was that same cat purring. Though the girl's eyes were still closed, she smiled. She knew it was Midnight – a black she-cat with white markings on all four legs, the end of her tail, and her chin down to her chest. While still drowsy, the girl remembered how the feline had woken her up at five in the morning, scratching on her door and meowing to be let in, something she did every other day.

But the girl didn't mind. If anything, it provided her with an extra source of comfort, a sense of knowing that she wasn't alone…

"Felicity, get up." Immediately after those words reached her ears, Felicity felt the force of the pillow that was thrown at her head, and unfortunately, so did Midnight.

"MREOW!"

The cat's fright made Felicity's eyes flash open. The next thing she was aware of was her older sister holding and stroking Midnight and telling her she was sorry.

"Faye," Felicity's voice sounded strained at first, "I think a better idea would be to just let her down before–"

Faye cried out as the cranky cat bit her hand and dropped her to the floor, letting out a low growl as she trotted down the hall.

"Oh great, she's probably gonna hate me now!" Faye grimaced. "Then again, she's only been really affectionate with you ever since we got her."

"Maybe because I don't throw pillows at her?" Felicity asked with a raised eyebrow.

Faye glared at her, until she decided she'd had enough. "Whatever. You and I have school and Flynn has work, so hurry up and get dressed."

"Okay, okay!" Felicity chuckled as she tossed back the covers. "I don't need another naggy sister!"

Faye rolled her eyes and walked past the doorway of Felicity's room, when her younger sister called out to her. "And get that puncture wound washed, will ya?"

Faye responded as only she would, by showing Felicity a thumbs up in the doorway. Felicity smiled both at her sister's gesture and at the realization that she herself sounded a bit naggy just now.

Within fifteen minutes, she was dressed for school. But as she sat in front of her mirror and brushed her hair, she smirked slightly at her appearance in a way that was a bit cynical.

While she certainly didn't mind her average height and her conservative style of dress, she knew her dark brown hair that stretched to just below her shoulders would never hold a curl. She often didn't wear make-up, though that was partly because of the reactions she'd otherwise have. And while she was a high-school sophomore, she knew her youthful appearance could give the impression that she was still in middle-school, even as she admitted such an appearance could be an advantage when she was older.

Then again, maybe it really was an advantage now. It was quite amazing to Felicity how some black lipstick and a lack of speech – along with a mask and a wig of luxurious white hair – could convince people that she was far older than she actually was. The more she thought about it, the more her smile grew. No one would guess that an otherwise shy and modest schoolgirl was New York's agile and catlike queen of thieves…

"Felicity!" her other sister called from the kitchen down the hall, jostling her from her near-trance.

"Uh, coming!" Felicity called back. After putting on a headband and smoothing her hair out one more time, she grabbed her backpack and slung it over her shoulder as she left her room.

When she reached the kitchen, she saw her sister Flannery – or Flynn – greeted her in a way that was becoming for familiar to Felicity. Her arms crossed, Flynn gave her teenage sister a look that looked not so much disapproving as annoyed.

Nevertheless, Felicity smiled at her, "Good morning to you too, Sis!"

Flynn smiled back, but only briefly, before she sighed and uncrossed her arms. "Look, I know this isn't the best way to start the morning, and I know you need to get to school, but there's something on the news that you and I are gonna have to talk about later."

"W-what are you talking about?" Felicity asked, her face and voice both confused.

Instead of simply replying, Flynn turned on the TV that was sitting in the living room nearby. While not one to usually watch the news, the headline caught Felicity's attention in an instant.

**NEW EVIDENCE IN BLACK CAT MYSTERY?**

Her newly born sense of dread shot up when she saw what appeared to be a video some attention-hungry tattletale had apparently taken on their iPhone and submitted to the media. One that captured a clearer view than any visual evidence before of the Black Cat…herself! What made it worse was that she remembered going through that area shown in the video, and what she'd done. And here she was watching it happen before her eyes, through the eyes of somebody whom she thought was simply taking a picture of her.

Pictures she didn't mind so much because an iPhone wasn't the best tool to get a picture from far away. That was why she'd blown a kiss at the person. But seeing that she'd been videoed instead, even if the quality wasn't top-notch, caused her to let out a sigh and hang her head. Why hadn't she thought of that?!

"How long was the video?" she asked Flynn behind her without looking at her.

"About twenty seconds," her sister replied, her voice the same tone it was before.

Felicity lit up slightly. "Oh, well, uh, that's…that's not too bad. Is it?"

Proving she could be as silent as a cat too, Felicity didn't hear Faye enter the room until she exclaimed, "Oh no! We are _definitely_ in for it now! Sometimes all it takes is just one iPhone picture or video!"

Felicity turned her head around and gave her the same glare Faye had given her earlier.

"It doesn't matter how long or short it was," Flynn then said. She sighed as she ran a hand through her hair that was the same shade as Felicity's, only twice as long. She then looked at her sister and added, "The point is, no one was supposed to see that! And now everyone has! I knew letting you out last night was a bad idea!"

After stifling the feeling of being more animal than human after hearing that last sentence, Felicity herself gestured toward the TV and said, "It's a twenty-second-long iPhone video taken by a pedestrian who more than likely isn't the best at filmography! People have taken pictures and videos of me before!"

"Yeah, but not that up close!" Flynn retorted. Now realizing she was raising her voice, she took a moment to calm down before she spoke again. "On the other hand, it seems the purpose of your outing has been served. A couple people from earlier talked about how much you helped them and how grateful they were."

"Really?" Felicity lit up again as she asked. Her smile dropped halfway though when she realized her sister apparently thought it appropriate to show her the bad news – no pun intended – before telling her the good news.

Still, she was willing to own up to it, if for nothing else than to regain peace with her sister. "Okay, I admit it, I should've been more careful. It was my idea."

Three days ago, Felicity had thought up this idea of turning the tide of public opinion in her favor by going out and doing heroic things instead of stealing. But it wasn't just to make people like her more. Ever since the week before, when she fought off those thugs who otherwise might've robbed that college student, it made her feel so good knowing she'd helped someone instead of stealing for once. Even if she ultimately had a noble reason behind these robberies, she knew it wouldn't matter to anyone.

But another good thing about it quickly came to mind. It was also the first time she'd actually run in on–

"_Though rumors have been circulating that this person dressed as the Black Cat could be a separate person from the robber, and that she and Spider-Man are possibly working together, no evidence to back either of these theories up has surfaced._"

Flynn quickly turned the TV off. "And that's another thing, Felicity. Not only do we have the cops on the hunt for us. You now could have Spider-Man himself looking for you in particular!"

Felicity's smile fell completely as she took in that last sentence. "You do have a point, I'll give you that." Still, he'd seemed to be in awe of her that night, and she – like every other New Yorker – had wondered what it would be like to see him up close. But she couldn't dismiss the notion of him searching for her, given the city viewed him as a hero and her – for the most part – as a thief.

"Okay, we all need to get going," Flynn said as she took up three folders from the kitchen counter along with her purse. "Like I said, we're gonna have to discuss this later. You guys need to get to school and I need to get to work!"

"Technically it's a paid internship," Faye pointed out as she grabbed her backpack.

Flynn rolled her eyes, but then let out a sad sigh. "We can't live on the inheritance forever. This may not be much, but it's a source of income to help keep us afloat for the time being."

Though her sister didn't seem to notice, Felicity gave her an appreciative smile. Lately, she'd been reminding herself of the position Flynn was in – that being Felicity's legal guardian – ever since it was forced on her last year. Not that Flynn begrudgingly took it. Felicity and her sisters loved each other all the more fiercely now and they knew they'd always have each other's backs.

Still, it was a ton of responsibility to place on a woman in her mid-twenties. On the bright side, she didn't need to be Faye's legal guardian as well, given Faye was twenty years old and a legal adult. And Felicity would always be grateful that she chose to stay with them and attend community college rather than continue to board at the one she'd been at the year before.

"Oh man, you're right, we do need to get going," Faye then said after looking at her phone.

"Well? Come on, then!" Flynn waved at them to follow her out the door, which was then securely locked.

Felicity – as was befitting for most siblings who were the youngest – trailed at the end as she followed her sisters through the building. And all the while, her mind dwelled on what the day had already brought. She wondered if the other kids at school would be talking about her, as they did whenever she pulled a heist. She wondered if it had really been a mistake going out last night and allowing herself, if unwittingly, to be videoed. Most of all, she wondered if Spider-Man could truly be searching for her at this very moment. And for whatever reason – perhaps even more than one – the idea sent a chill up her spine.

* * *

_Reviews would be appreciated._


	3. Chapter 3

Chapter 3

Despite being part of Gen Z, Peter was never one to stare at his phone for very long. This day however was an exception. Over and over he kept replaying that twenty seconds of footage from the news, which of course had made its way to pretty much every social media outlet. Peter was quite surprised to find out how much the internet was buzzing over this feline femme fatale. How had he managed to miss it for over a month?

Every now and again he would pause the video, play it in slow motion, then pause it again, looking for any miniscule thing that might tell him something about her. If he was going to catch her, he had to be ahead of the curb, so to speak.

"Peter," a voice suddenly spoke, but he didn't hear it. "Peter!" When he still didn't respond, the person snapped his fingers twice at him.

Peter immediately snapped out of it and looked up to see that Ned had taken the seat at the table next to him, and he quickly remembered where he was. Midtown School of Science and Technology, chem class, first period. "Oh, hey man," Peter greeted Ned as he put the phone down. "What's up?"

He was troubled to see that Ned was giving him a suspicious look. He eyed Peter's phone for a second and asked, "What were you looking at just now?"

Before Peter could give an answer, Ned's eyes went wide with shock as he asked, "Oh no, don't tell me you were looking at–"

"No!" Peter shushed him. "No way, man! Of course not! Gross!" Figuring he might as well let Ned know, Peter leaned over and showed him the video playing on his phone. "See her? You know who she is?"

"Oh duh, Pete," Ned smirked upon recognizing her. "Black Cat's been all over Twitter alone for like weeks now. Is this the first time you heard about her?"

"Well, yes and no," Peter replied sheepishly. "I don't know. Maybe it's because I spend most of my nights as Spider-Man that I'm not really awake enough to hear about what's trending."

"Wait," Ned stopped him. "How can this be the first time you've heard about Black Cat, yet not the first time?"

"Okay, this may sound crazy, so please don't go nuts when I say it! But…" He motioned for Ned to lean forward, and as softly as he could, Peter said to him, "I saw her up close last week."

"Dude!" Ned shouted unintentionally. Immediately Peter desperately tried to shush him, but the looks they were seeing from more than half the students in the room confirmed that they'd already heard. Fortunately, they looked away again when things got quiet again.

"Sorry," Ned apologized. "But are you serious? I've never even seen her in person! No wait, what do you mean you saw her up close? And why didn't you tell anyone?"

"Ned!" Peter stopped him, already feeling the weight of the questions forced on him. "I meant to say, it wasn't exactly me who saw her but, Spider-Man, if you know what I mean."

"Oh, I get it now," Ned nodded in understanding. "_That_ makes a bit more sense. Still, you couldn't have even at least told me?"

"Alright, I get it!" Peter replied, trying not to sound annoyed at having to be asked that twice already today. And he gave the same answer. "I…I don't know dude. I don't know why it didn't enter my mind. The more I think about it though, maybe it's because…I didn't see the need to report on her."

"What do you mean?" Ned asked, still unenlightened. "You know she steals things, right?"

"Yeah, I know that now," Peter replied. "But I didn't know that until today." He then leaned forward a bit, as he tended to do when he feared Ned might react a little too enthusiastically at the wrong time. "See, when I saw her, she took on these three thugs all at once to help this poor guy they jumped. And man, it was so crazy awesome you just had to be there!"

Suddenly Peter started to notice that Ned was probably getting envious, so he went on. "Anyway, after that, she left just about as quickly as she came. And now that I know she's a master thief, the kind Spider-Man is supposed to tackle, I just… I don't know, I just feel weird about it."

"So…you're _not_ gonna go after her?" Ned asked. "Even though you said it yourself that she's a master thief?"

"I didn't say I wasn't gonna go after her," Peter retorted before combing his fingers through his hair and sighing in frustration. "I just guess it's gonna take a little while for me to wrap my head around it."

* * *

Meanwhile, at the table across from him, Felicity also let out an agitated sigh. And though the reasons behind her anxiety weren't too much the same, they also weren't too different either.

On the one hand, the idea of Spider-Man himself eventually coming after her – if he wasn't already – filled her with a sense of dread, knowing as she did that he did have a considerably higher chance of success at capturing her than most cops; and if – or maybe when – he captured her, her life and those of her sisters as they knew them would be over.

But on the other, while she certainly never fawned over New York's residential hero like some other airheaded girls she saw, she did at times wonder what it would be like to actually meet him in person. Last week was the closest chance she'd had thus far, and it wasn't even her real self meeting him. Still, whoever he was, the world needed more men like him. In fact, the world needed more people in general like him. Selfless, determined, brave…

Felicity was just about to snap herself out of her trance, when fortunately someone else did it for her. "Felicity, you still in there?"

She looked to see it was Emilie, the one who'd come the closest to being her best friend in a long time. "Oh, sorry, Em," she apologized. "I was just, kinda…"

"Staring out into space again?" Emilie asked as she took her seat next to her, without a hint of mocking in her tone. Felicity shrugged her shoulders and gave an awkward smile, glad that the girl next to her was as nice and kind as she was blond and beautiful.

"Still," Emilie went on, "no offense but, you look a bit more stressed out than usual. And we don't even have gym class today." Said class being one she and Felicity attended every Tuesday and Thursday after school.

Felicity debated whether or not to tell Emilie just what was troubling her, and how to say it if she did. While she'd always been closer to her sisters than almost anyone outside her family, something urged her to tell someone who wasn't related to her. If for nothing else than getting it off her chest.

Choosing her words carefully, Felicity explained her dilemma. "Em, have you ever felt like, even though you like someone you know likes you, you also _don't_ like them?" Emilie furrowed her eyebrows at her. "I know," Felicity sighed. "It doesn't make much sense to me either."

"I didn't say that," Emilie reassured her. "You don't need to put words in my mouth." Felicity opened her mouth to speak, but allowed the blond's words to sink in.

"To be honest though," Emilie continued, "I would probably know more what to say if you told me a bit more about the problem."

Reluctantly, Felicity decided the conversation could go no further. Maybe she would have to sort this problem out on her own, along with just about everything else at her age.

"Forget it, Emilie," she said as she shook her head. "It's no big deal. I think I can handle it."

Emilie simply shrugged her shoulders at her. "If you say so. Class is about to start anyway."

Though Felicity did her best to hide it on the outside, on the inside, she groaned. Why had she allowed Flynn to talk her into taking this class, claiming it would be "something different"? It didn't take her too long to remember. It had been mere months, when they were going through hard times – or harder than they were now – and she hadn't wanted to argue and make things more stressful for them both.

Still, chemistry was always Flynn's forte, not Felicity's. She had always leaned more toward the physical and the artistic. Still, at least for Flynn's sake, she did try – even if she had just barely passed the tests thus far. Even so, while she knew that always sitting at the very back of the room wouldn't necessarily keep her from being called on to give an answer she didn't know, she still sat there anyway.

And while she knew just as much that she should be listening, that didn't stop Felicity's thoughts from turning once more back to what'd been on her mind all morning. If anything, as far as she knew, it seemed to help pass the time. At one point, she thought she heard somebody groan, but she ignored it. As she allowed her imagination to roam, she found herself almost reliving – in a sense – that night from last week. But of course, all daydreams – no matter how bizarre – had to–

"Felicity Harding!" A voice suddenly broke through to her a bit more roughly than Emilie's did.

Felicity shook her head hastily and looked up at the teacher. "Y-yes, Ma'am?" Already she was starting to feel the stares of everyone else, and the irony that she loved such attention a lot more when she was Black Cat.

"I'm assigning lab partners for the week?" the teacher explained. "I've assigned you with Peter Parker." She motioned toward said student, and Felicity looked over to see a boy she knew she'd always attended this class with, but had never really noticed. Until, perhaps, now. The way he smiled and waved at her a bit made him seem rather endearing.

The students got up to join their partners, Emilie leaned over to Felicity and said softly, "You know, he's kinda cute."

Knowing immediately who she was talking about, Felicity hugged her books to her chest and chided her. "Emilie!"

* * *

At the same time, Ned made known his displeasure of whom he'd been assigned with. "Great, I get to work with the guy who has the most annoying voice ever and you get a cute girl!"

"Ned!" Peter chided him. But when he glanced at the girl he was assigned with and saw that she was giving them an awkward look, he couldn't help but wonder if she'd heard Ned.

Still, as Ned went off grumbling to himself, Peter did his best to look pleasant as the girl came over and sat down next to him. And as much as Ned spoke so nonchalantly about it, Peter found himself agreeing with him. This girl was pretty cute.

"Hey," he tried to smile as he reached his hand out, "Peter Parker."

Fortunately, she smiled back, which just seemed to make her look cuter. "Felicity Harding."

"Felicity," Peter repeated once they shook hands. "That's a pretty name."

Felicity let out a light chuckle as she replied, "Thanks." Her smile then sank, and Peter found himself already missing it.

"Before we get started," she said shyly, "I should warn you. I'm not the best at this. Chemistry, I mean."

"Oh, that's, that's no big deal," Peter assured her. "If anything, consider this a week of free tutoring."

Felicity smirked at him. "Really?" she asked. "Well, I'll hold you to that then."

Peter smiled back at her, but suddenly, something about the smirk she just gave him seemed to evoke this odd sense of recognition within him.

"Hey, um," he said, trying to find the right words, "I don't know if this'll sound weird or not but, have we met before?"

Her smile slowly sank again, and that nervous look she gave earlier seemed to return. "What? What do you mean?"

Though he searched through his mind again and again, Peter couldn't recall when he might have met her before, if that had been the case.

"I don't know, I don't know. For some reason I feel like I've seen you before. Well, I mean, I _have_ seen you before. I see you in this class every day, even though I, never really knew your name until now. Oh wait," he stopped himself. "I'm rambling, aren't I?"

Felicity smiled softly at him. "No, I get it. It is a bit weird isn't it? How you can see someone's face every day and yet never know their name."

"Yeah, I know," Peter nodded in agreement, not so much at her but at himself. Part of him still wanted to figure out why this girl he'd just met seemed so familiar. Maybe he was simply more energized than usual now that Mr. Stark had given him his first mission in months. Maybe he was just overthinking it. Just then though, a stern look from the teacher forced him and Felicity to get back on track, and Peter pushed the issue to the very back of his mind.

* * *

The longer Felicity sat next to Peter and worked with him, the more she found herself warming up to him and liking him. Despite not even coming close to his IQ, at least when it came to this, he never got impatient with her lack of understanding or frustrated if she got something wrong. Indeed, his enthusiasm for the subject was starting to make her enthusiastic.

Even so, the unease that rose in her when he asked if he'd seen her before stayed with her, no matter how much she tried to suppress it. For a brief moment, Felicity had wondered if this was the guy who'd videoed and submitted that twenty second footage to the media. While she couldn't completely recall what that person had looked like, she was confident she would've known immediately if they and Peter were one in the same.

But even then, as much as she genuinely liked him, what Felicity didn't tell him was that she felt there was something familiar about him to her as well, beyond just the two of them attending this same class. She was starting to really think about that when suddenly a ringtone went off in the middle of the room, one that sounded exactly like hers, and caused heads to turn her way.

Immediately feeling the heat of a blush on her cheeks, Felicity fished out her phone from her jean jacket pocket, but dropped it the moment she got it out, and nearly fell out of her seat trying to pick it up again. She looked to see who was calling her, only to see her home-screen and no caller ID. Her confusion didn't last much longer when she realized it was someone else's phone that went off.

Though she felt sorry for that person, Felicity sat back up again in her chair. Fortunately by then, everyone had gone back to what they were doing, as if nothing had happened. But Felicity was still feeling herself blush when she looked back at Peter.

"I know," he chuckled, though not in a mocking tone. "That awkward moment when someone has the same ringtone as you." Whether it was from the initial embarrassment or genuinely finding his statement funny, Felicity found herself smiling until she started laughing softly. What was even more surprising was that Peter started laughing with her.

When she started putting her phone away, Peter pointed at it and said, "Hey, I like that picture, that one on your phone."

Felicity raised her eyebrows and looked at her home screen to see what he was talking about. "Oh, oh, thanks. That's me and my two older sisters from a couple months ago, after we renovated our apartment. We all live together."

Too late did she realize she probably shouldn't have said so, because Peter then asked, "Really? What about your mom and dad?"

Felicity's smile dropped instantly, and so did her heart. She knew she should be over it by now, but it still felt as though it happened only yesterday whenever it was brought up.

And Peter must've noticed. His eyes widened as he asked, "Oh, oh man. Did…did I say something wrong?"

"No," she shook her head, not wanting him to feel bad, "It's just…" She trailed off and started looking toward the floor, until she managed to put the words to her tongue. "My parents…are gone…both of them…since last year…"

When she looked up again at Peter, she was caught off guard when she saw one of the saddest faces she'd ever seen from anyone. "Oh no, geez…" He paused until he found the right words. "I am so sorry, Felicity. I had no idea."

"No, no, it's not your fault, you couldn't have," Felicity assured him. Though she felt the sting of tears at the back of her eyes, she managed to keep them from going any further. "I'm fine, Peter, really."

"…Okay," Peter nodded. Though it looked at first like he would leave it at that, he went on to say, "You know, this may not mean much but…I lost my parents, too."

Now Felicity felt it was her turn to feel sad for him. "Really?" she asked with wide eyes.

"Yeah," Peter nodded again, and Felicity could tell by his tone and the look in his eyes that he was genuine. "I mean, I was so young when it happened, I actually don't remember them too much. I guess it was like, one day I had them and the next…I didn't."

Felicity nodded, and then let out a heavy sigh. "You know, I honestly can't tell which is worse. What I mean is, I'd known my mom and dad all my life at that point. But, it sounds like you barely had any chance to know yours."

Peter shrugged his shoulders. "Well, either way, all I can say is, it's in the past. Can't let it keep you down. I should know." Felicity was about to ask him what he meant by that, when Peter turned his attention back to what they were doing, so she followed suit.

They worked for a little while longer, until Peter asked seemingly out of nowhere, "Hey, just out of curiosity, what are your sisters' names?"

Not minding that question as much, Felicity showed him her phone again and pointed to her respective sisters on her home screen picture. "First is Flannery – Flynn, we call her – then there's Faye, and, then there's me."

Peter smiled as though amused. "Flannery, Faye, and Felicity. That's kinda funny." Then, realizing that he might have said something bad, he added, "Wait, I don't mean like–"

"Oh no, it's fine, I get it," Felicity smiled back before putting her phone away again. "Who knows? I guess Mom and Dad just liked the letter F."

Both she and Peter frowned at the mention of her parents again. Fortunately Peter found something else to break the awkward silence. "So, um, you said you all live together. Are they like your legal guardians?"

"Only Flynn is," Felicity replied, grateful to have something else to discuss. "She's twenty-four and the oldest, so it makes sense. Faye is twenty, but she decided to come stay with us, wanted to help us out."

"Well that was nice of her," Peter smiled softly. "And, don't take this the wrong way but, I kinda figured you're the youngest."

"It's fine," Felicity once again returned his smile. "I know I look young for my age."

"Oh, uh, yeah." Peter nervously scratched the back of his head. "I was actually thinking…you look, um…"

"Twelve?" Felicity raised an eyebrow at him and crossed her arms, though not in a confrontational way.

Peter hesitated but eventually replied, "I-I was gonna say, thirteen…?"

Felicity couldn't help but grin. "Close but, no cigar. I turned sixteen back in January."

"Really?" Peter asked with surprise. "Then you're actually two months older than me. I just turned sixteen about a month ago."

Felicity opened her mouth to speak again, but she and her partner were suddenly startled when the school bell started ringing, signaling the end of first period. Though she would otherwise would've been among the nearby students who sighed in relief as they began gathering their things, Felicity instead found herself feeling a bit disappointed. The time seemed to go by so fast.

"Guess that means we'd better get going," Felicity said as she got up from her seat. "I gotta say, I've enjoyed working with you, Peter." _Even though we chatted more than worked._

"Oh yeah," Peter nodded enthusiastically. "I was gonna say the same. I look forward to the rest of the week with you, Felicity." Hearing him say her name like that gave her a weird feeling, though not bad.

"So…I guess I'll see you later then?" Peter asked as soon as he got his books together.

"Later," Felicity smiled in agreement. Once she got her things together as well – and a bit more hastily than he did – the two parted ways. As soon as they did, Felicity once again started sensing that weird feeling. Telling herself it was because she missed breakfast this morning, she stood straight, hugged her books to her chest, and walked out of the room and into the hall.

She truly was glad she'd been partnered with such a nice guy. He seemed so easy to talk to and open up to. And yet, Felicity still couldn't shake the familiar feeling about him she had earlier. But even so, she had the rest of the day ahead of her. Though she would have to wait, she assured herself that the time to investigate it would eventually come.

* * *

Once Peter rejoined Ned in the hall, he could tell his friend had some things he wasn't say. Though it probably wasn't what Peter was thinking of, he nonetheless asked, "So, uh, what was it like working with what's-his-name with the annoying voice?"

Ned sighed in exasperation, but his smile slowly regrew. "I'm more interested in knowing what it was like to work with that girl, what's-her-name?"

"Felicity," Peter answered him. "Felicity Harding." He himself was surprised he remembered both her first and last name.

"Yeah, that, her," Ned nodded. "I'm serious though, dude. I saw you two talking."

Suddenly feeling defensive, Peter crossed his arms at him. "So what, Ned? We were discussing the assignment. It's not _that_ sort of chemistry."

Ned clearly begged to differ. "No Peter, it wasn't just that. You two seemed to be having a real good time. Not to mention, I haven't seen you look at a girl like that since Liz."

Peter frowned upon remembering the name of the first girl he'd ever really liked, the one he went to Homecoming with, but could unfortunately go no further with. That did it for him.

"Ned, come on! She's just my chem class partner! Besides, I haven't even officially met her till today. I mean, yeah, we've been attending the same class for a while now but, it's not like I know a ton about her." _Other than that she's smart, eager to learn, down to earth, understanding, and funny, all of which just make her prettier than when you first met her._

While Peter suppressed his traitorous thoughts, Ned gave him a look that told him he wasn't completely buying it. Even so, he didn't argue further. "Whatever you say, man. Don't say I didn't tell you so."

Peter just rolled his eyes and shook his head. But while his thoughts, despite his efforts, continued to focus on Felicity, there was again that sense of familiarity he'd initially felt when they first met. He really wished he could figure out why. Ultimately, he decided, the best thing to get his mind off that would be focusing on the mission Mr. Stark gave him. If he was gonna track down the Black Cat – despite not feeling right about it – he was going to have to make his rounds tonight. Or rather, Spider-Man was going to have to make his rounds tonight.

* * *

_Reviews would be appreciated._


	4. Chapter 4

Chapter 4

"I'm home!" Felicity called, as she often did when she came back to the apartment. Half the time she was the first one home – and was grateful to carry a spare key with her – but as was usually the case, Felicity heard a familiar greeting meow. She lit up upon seeing her feline friend welcoming her back.

"Hey Missy!" Felicity smiled at her. The black and white cat purred as she rubbed up against her mistress's leg, then looked up at her and meowed again, her green eyes wide and bright. Felicity couldn't resist. She laid down her backpack by the front door and gently lifted up the cat to her chest. After taking a seat on the couch right after, Midnight curled up in Felicity's lap, wrapped her tail around herself, and purred in contentment while Felicity stroked her head.

Perhaps it was good that she was the only one home for now. But while she usually relaxed when that was the case, her brain was too full of things to think about. For one thing, how did she warm up so fast to someone she'd just met today? She hadn't even warmed up to Emilie like she did to Peter. Maybe it was because she wasn't used to warming up to people outside her family. And yet, it seemed too simple an answer.

Unfortunately, she couldn't think about it much longer, because someone knocked on the front door, causing a surprised Midnight to jump back down to the floor. Felicity wasn't worried though. She'd know that way of knocking anywhere. "Come in!" she called, making it known she was home.

The door swung open and in stumbled Faye, her eyes wide but obviously tired. "UGH!" she groaned as she laid her books and purse on the kitchen counter with a thud. When she directed her wide-eyed gaze at Felicity, she looked as though she would transform into a mad scientist – which, in a way, she already was.

"I'm telling you," Faye sighed. "Preparing for these finals is a nightmare!" When she managed to straighten up again, she ran her hands through her black bobbed hair. Yet Felicity found herself feeling little sympathy for her sister, given she was majoring in computer science and her main hobbies since she was twelve years old were programming and hacking.

"What do you mean?" Felicity asked. "You know this stuff inside out."

"I know that," Faye replied as though it was obvious. "But that doesn't mean I shouldn't try! I don't wanna be one of those elitists who thinks they don't need to study."

"Suit yourself," Felicity replied with a shrug of her shoulders. "Just don't go on a coffee binge either, okay?"

"Oh sure, sure!" Faye brushed her off with a wave of dismissal, right before she took the coffee machine out from beneath the counter. Felicity rolled her eyes. But Faye wasn't done yet. She spun around to face her sister again, a more pleasant expression on her face, and asked, "How was your day, by the way?"

"Oh, it was…decent," Felicity replied, not feeling quite ready to tell Faye what was so decent about it. But Faye, as goofy as she could be, was no fool.

"Felicity," she said in a sing-song voice as she walked around the counter. "You've got something on your mind. I can tell." Felicity pressed her lips together in frustration. She always loathed it when Faye used that voice. Deciding she might as well tell her if only to make her stop, she opened her mouth to speak, but Faye held a hand up. "No wait. I wanna guess!"

"Guess away," Felicity tried and failed to smile. She crossed her arms and sat back in her seat.

But unfortunately, it wasn't long before Faye somehow made the exact right guess. She gasped and asked, "It's a boy, isn't it?!"

Felicity shot to her feet and turned toward her sister. "Yes! N-no! I mean, wait–"

"Ooohhh!" Faye teased. "About time my little sis started turning heads!"

Though she felt as though she wanted to tear her hair out, Felicity insisted, "It's not a boy!"

"What are you two griping about?" Flynn surprised her sisters when she opened the door and then closed it.

Faye pointed a thumb at their youngest sister and replied, "Felicity's just landed her first beau!"

"No, I have not, Faye!" Felicity retorted. "Quit putting words in my mouth!"

"Wait, I'm sorry, I'm confused," Flynn shook her head. "Where did Faye get this idea?"

Though she had wanted to avoid it, Felicity knew it was now time to face the inevitable. After breathing out a heavy sigh, she addressed both her sisters. "It happened this morning at chem class. We were assigned partners for a week, and I got paired with a pretty nice boy."

"Was he pretty…pretty, too?" Faye asked. Felicity was just about to lose her patience and she let her sister know it.

"Cut it out, Faye!" She then calmed down again and got back to her story. "All I was gonna say was that we had a good time working with each other, that's all."

"You, having a good time in chem class?" Faye smirked. "That's certainly not like you, Felicity."

"And might I add it's not exactly like you to attach to someone so quickly either," Flynn said with a more serious sounding voice.

"Who said I was attached?" Felicity asked, starting to get annoyed with both her sisters. "I can't have a decent forty-five minute conversation with someone outside my family?"

"That's not what I said–!" Flynn quickly stopped herself when she realized she was starting to raise her voice. When she got a hold of herself, she addressed Felicity with the most firm yet calm tone she could muster. "Felicity, I love you and I don't want to smother you, and I know you're gonna be eighteen in a couple years. But, I also love you and I just…" She trailed off for a moment and briefly put her head in her hand before looking up again. "I've just been on edge ever since what happened…last year, especially given that you're now practically an outlaw. Or rather, we all are."

Felicity frowned in empathy for her. "I get it Flynn, I do. We were all hit hard when we lost Mom and Dad. And, I've seen how this is has been weighing on you in particular."

"Look," Flynn spoke up, "all I'm saying is…I – we – have lost two loved ones in one day…and I don't wanna lose a third, and maybe even a fourth." This she said as she motioned toward Faye, who nodded solemnly.

"I know," Felicity agreed as she then put her hands on Flynn's shoulders. "I'm just here to say you don't need to freak out about me talking to a boy for an assignment at school. Besides, you know I'm not one of those girls who'll just throw themselves at anybody."

Flynn lowered her head and sighed before she lifted her face again. "You're right, you're right. Maybe I'm also just a little off my nerve because of that video from this morning, and those theories involving Spider-Man."

"And that's just what they are, theories, not facts," Faye pointed out. "And if it would make you feel better, Flynn, I'll handle the boy stuff." She then grinned as she added, "Especially given my knowledge on the subject."

_Says the girl who had three boyfriends in three years_, Felicity thought as she gave Faye a bit of a knowing smirk. But she'd had enough of going at it with both her sisters, and so left it at that.

* * *

The following evening, Felicity sighed with relief at having finished all her homework. She had just finished with algebra, which always took her at least an hour, whereas she remembered Flynn and Faye always breezing through it. Just then, thoughts of her sisters caused her to look at the clock.

_9:54? They must be in bed then_, Felicity reasoned. She knew she should probably be going to bed too, but in another thing that differentiated her from her sisters, she was more a night owl while they were more like early birds. Besides, it was usually at such a time and in such a place that she often sorted out things that might have troubled her on any given day.

She put aside her books, sat on her bed against the wall, and allowed her thoughts to roam freely. And roam freely they did, to what she'd been talking about with her sisters earlier, about all they'd all been affected by the loss of their parents…

Felicity bit her lip, trying to fight her emotions, until she was too tired of pushing them down after so long, and gave in. She reached over to her bedside table and opened the empty bottom drawer, empty that is except for one thing. She felt around until her fingers found what they sought, and with a bit of reluctance, she took out a picture that had always been one of her favorites of her and her family.

The light from the bedside table lamp illuminated an image of three girls aged eleven, fifteen, and nineteen, all smiling, all beautiful. Just as beautiful was the older woman behind them, and next to her stood a man Felicity knew to be the woman's husband. To say it was hard to believe how much things had changed in the few years since was an understatement. Though her heart was heavy, Felicity could almost hear the voices of the people in that picture from the day it was taken.

_"Man! We were so close to seeing them in action! We just had to miss it by a day!"_

_"Would you have been willing to run away from aliens and falling buildings to see them in action, Faye?"_

_"I know I would, Flynn! They're the Avengers! And I wanna be just like them!"_

_"Felicity, you are _not_ going to run around fighting monsters and aliens. Not as long as I'm your father!"_

_"Oh Walter, let her dream a little bit for once! Now smile everyone, I got someone to take our picture!"_

That was the day after the Avengers had saved New York and the world from interdimensional beings – or simply aliens – called Chitauri. The Hardings at the time lived upstate and had planned this trip to the city for a brief summer fling. To the dismay of both Faye and Felicity, they had missed the Avengers' heroics. But no one could've had any idea that just four years later, both Earth's mightiest heroes and the Hardings would be torn apart from the same lit fuse.

As cyberspace security contractors, Mr. and Mrs. Harding had been invited to attend the UN panel in Vienna to give a demonstration on how the internet could be used to enforce the Sokovia Accords, which were to be ratified the day after. The sisters had sensed that their parents had something heavy on their minds when they left. But they hadn't thought much more on it…until they heard the news.

Felicity would never forget the shock and pain that hit her like a collapsed building when she and her sisters saw on the news that the panel had been bombed. It was as though her world had ended right before her eyes. When they received confirmation that their parents had been among the casualties, the girls spent days sharing each other's grief and mourning together. Their only comfort was that they'd felt closer than they ever had before during those dark days.

But that wasn't their only momentous revelation. Indeed, it was just the start. About two weeks after their parents' deaths, the sisters were going through their will, when they dug up a small trunk containing advanced tech, along with a handwritten letter that was addressed to them and had been composed recently. It contained both their father's and mother's handwriting. But what really blew the sisters' minds were the letter's contents.

The letter revealed that their parents had in fact been living double lives for the past ten years. Not only were they contractors, they were also secretly cat burglars. They had thought they were simply "stealing" back already stolen property, when they had recently discovered that they'd been tricked into straight-up stealing. It wasn't beyond them that someone could come after them. So they left not only the letter, but also a list of stolen valuables that were still possible to steal back. Even so, what their daughters were to do with the list was their choice.

Of course, the girls at first couldn't believe what they'd just read. They couldn't accept that the two people they'd loved and looked up to not only lied to them but had possibly committed international crimes. But the more they thought about it, the more the pieces started coming together. How many of those trips to Europe had also been covers for a high-profile robbery, for example? Even more than that, when they looked at the letter again, it had indeed asked for the sisters' forgiveness for keeping such a huge secret from them.

In order to take in everything they'd gone through and discovered, the girls put the list and the trunk of tech – or simply tech trunk – away for a time, keeping only the letter, which they'd placed in a household urn, almost as if the letter stood in place for their parents' ashes. It wasn't until only a few months ago that Felicity had brought up the list again, as well as her idea about what to do with it. Through much persuading and negotiating with Faye and especially Flynn, she eventually talked them into taking her idea seriously. This idea of course resulted in the sisters following in the footsteps of their late parents.

With one more heavy sigh, Felicity once again put away her beloved picture in her drawer. So much had happened in the past year, so much had changed. What if it was all for naught? What if she was just making a fool of herself by thinking she could "steal" back all these things and get away with it? After all, what little chance she may have had had likely diminished once she considered the possibility that Spider-Man was now on her trail. If he didn't know her identity now, he would soon. As for the other way around…

Suddenly, with that thought, Felicity straightened in her seat. Her heart beat faster as an idea began forming rapidly in her mind. What if she _could_ get the upper hand on Spider-Man? What if she could find out who _he_ was before he could her? Part of her protested, insisting it was impossible. But another part of her persisted, insisting that any chance was better than none. True, it was a very, very slim chance. But still, she'd come this far on her robbing spree without getting caught…

She couldn't sit here any longer, she had to do something. And yet, once Felicity stood up from her bed, new thoughts flooded her. What about Flynn and Faye? True, they were asleep, but still… Should she go through with this…?

_It's just a scouting mission_, she told herself, _not a robbery. Besides, it would otherwise only be a matter of time before Spider-Man finds me. Time is of the essence, and we've lost enough of it as it is. Not to mention, with my suit, I'm about as superhuman as he is. I can't keep letting someone hold my hand._

With a nod to herself, Felicity headed to her closet. As quickly but quietly as possible, she began her transformation into the infamous – and much older – Black Cat. Getting the wig and makeup on took a little longer than usual, given she wasn't as proficient in this sort of thing as Faye. But in just under half an hour, she stood in front of her mirror once more. Though it was the thief's face that looked back at her rather than her own, she smiled. She at least had this advantage from the start. The wig and makeup easily added a decade to her age.

Just then, Felicity was startled when she heard a noise at her door. Once she listened to it more though, she relaxed. It was Midnight scratching on her door. When she heard the cat meow, Felicity couldn't help but let her in. She opened the door just enough to let Midnight in and then immediately closed it. A smile graced her painted lips as the cat which seemed to perfectly complement her rubbed against her leg. Though she wanted to at the moment, instead of lifting her up, Felicity crouched down in front of her and gave her a scratch under her chin and behind her ears, causing the cat to close her eyes and purr.

"Sorry, Missy," she said softly. "I gotta go. Just wait for me until I get back, will you?" Midnight gave her answer by going to Felicity's bed. She jumped up into it and quickly made herself at home in the middle. What her owner wouldn't give sometimes to be in her position, without cares and worries.

But, it was too late to turn back now. Felicity looked out her window into the darkness of the New York night. She took a deep breath, and headed for it. The crisp, chilly, mid-spring air hit her as soon as she opened it, causing her to shiver, though she had a feeling that wasn't the only reason. The next building nearest her was too far a jump. There was only one way out.

Once she knew she was ready, Felicity pressed a button on a device that wrapped around her wrist like a watch, and she quickly felt the difference once the tech in her suit was turned on. She leaned out and looked left, then right. Fortunately, the neighborhood in this part of the city she lived in was often quiet at night. And it stayed quiet as she attached her grappling hook to the edge of her window, which she then promptly closed.

Holding her breath and biting her lower lip, Felicity jumped from the window, allowing the grapple to carry her weight as she descended to the concrete ground below. Already feeling the thrill that came to her when she was on a heist, she disabled the grapple and ran toward the building in front of her. After summoning her claws, she began her ascent. She felt the temptation to look back at the apartment building, but she forced herself to keep looking up.

She quickly made her way to the roof, and nearly smiled. Nothing like the feeling of freedom and adventure while taking a late night run on the rooftops of NYC…

* * *

As Felicity traversed the rooves like they were an elaborate obstacle course, she mentally ran through the plan she had in mind. On paper it would seem quite simple, but she knew simplicity was often an illusion. And while some might have called it stalking, she preferred to call it tracking. And there was a specific spider she was hoping to track through this forest of concrete and cinder block.

That was her intention. To follow Spider-Man until he made it to wherever his hideout was, and then watch him unwittingly unmask himself for her. Sure, following him was not going to be easy, even for someone whose abilities closely mirrored his. Not to mention, she had to stay just out of range of his rumored "spider-sense," otherwise he'd spot her. Whether or not it was true that he actually had this sixth sense, Black Cat was not going to take any chances.

Once the sights and sounds of the downtown became more apparent, Felicity decided it was time for her to rest, and choose a stake-out spot. It wasn't long before she found one, at the corner edge of the rooftop she was currently on. She quickly made her way over there, sat down, and let out an exasperated sigh, not just from the run, but at facing the next part of her plan: waiting.

This was one area of expertise she did not share with cats. Cats are often content to wait, while Felicity almost never was, especially when she didn't know how long the wait would be. But, wait she did.

At first, as was often the case, it wasn't too bad. In fact, she'd often wondered what it would be like to view the city at night from this height. It actually looked rather nice, for a while anyway. Every now and then the streets were lined with neon signs of all sorts of colors. The few stars out were bright enough to outshine the city's glare. She could even see the old Avengers tower in the distance. It seemed so long ago since the attack on New York…

The time dragged on, and Felicity continued to wait…and wait… She knew she truly was out of ideas when she started counting different colored cars that drove by.

_Yawn_, she thought, before she actually let out a yawn. Her head in her hands began to feel heavy, her eyelids drooped, and she started to wonder if she would just fall asleep right here…when a certain distinct noise reached her ears.

Suddenly alert as if she'd just downed a whole cup of coffee at once, Felicity turned in the direction of the noise. She adjusted the vision in her goggles to zoom in. And just when she began wondering it was too good to be true…

"There you are!" Felicity whispered excitedly as she saw her target swing by in his trademark style. Knowing she had no time to waste, she shot to her feet and then shot forward in his direction, determined to follow Spider-Man to wherever it was he was going.

* * *

Though he was fast, Felicity was just fast enough to keep him within her sights, and just far away enough to steer clear of the range of his spider-sense. Would that she could've used her grapples the same way he used his web shooters, though. Even so, she did her best to watch where both she and he were going as she jumped buildings, leaped fences, and flew across power lines, thankful that her gloves were insulated.

It was odd, though. While she did feel a bit naughty for having the gall to follow him to his hideout, Felicity knew that the situation likely would've been in the reverse had she not undertaken this daring but necessary endeavor. She knew Spider-Man was a decent guy, whoever he would turn out to be, if the stories she'd heard were true. But she also knew he likely viewed her as a criminal, and criminals rarely escaped his web shooters.

After a while, Felicity started to feel her muscles tiring, almost begging to be allowed to rest, which nearly made her lose him twice. But she kept going, assuring herself there would be plenty of rest to be had once this chase was over. And thankfully, it wasn't too much longer after before the trail finally seemed to be nearing its end.

It seemed strange at first to Felicity. It was a neighborhood that seemed to resemble her own, with an apartment building that seemed to resemble her own. Even so, her focus continued to stay on target, even as she came to a halt on a rooftop when it seemed he was starting to slow down. With a nervously pounding heart and anxiety almost coursing through her veins, she laid down flat on her chest at the edge of the building and zoomed in on the hero.

Felicity looked just above the edge as Spider-Man finally stopped near a specific window at the top floor, ducking down briefly when she saw him looking around. She bit her lip just as she'd done earlier as she watched him wall-crawl to the window and then open it. He jumped inside the room which was lit adequately enough to allow her a decent view, even as she reminded herself that she was not here to spy on him for _that_ kind of reason.

_Dang it!_ she thought as he briefly disappeared behind the wall. Even so, Felicity continued to strain her eyes, only to duck down again when he came back to the window. Determined though to not leave without a look, she dared the barest possible glimpse above the rooftop edge. At first, she was puzzled to see him in a T-shirt and long pants. But his mask remained on, until he pulled it off…allowing her to see his face and therefore his identity…

Felicity had to bite her lip so hard she tasted blood to keep from crying out loud. That was the only way she could think to react as she saw that Spider-Man was none other than the boy she'd met and grown fond of in chem class just that morning.

_Peter Parker?!_ she wondered wildly. But he was just a kid her age. Worse than that, he was someone she knew. Someone she liked! Yet despite her shock, Felicity didn't dare move or even breathe until he walked away from the window. Only then did she turn over on her back, her chest heaving as she struggled to catch her breath. As much as she wanted to, she couldn't deny what she saw.

As she stared wide-eyed up at the starless night sky, questions flew through her mind faster than she could keep up with them. _What am I gonna do now? Does he know I'm Black Cat? Was his taking a liking to me at school just an act? What if he does eventually find out I'm Black Cat? What if he finds out I know his secret? What would Flynn and Faye think of all this? Oh…why did he have to be Spider-Man?!_

Eventually, Felicity managed to calm down and get a hold of herself before going through her questions and trying to reasonably answer each of them. First of all, she couldn't believe that Peter was only pretending to like her at school. He seemed far too genuine. And far too nice… As for the thoughts that followed, she couldn't guess what could happen if he learned her secret, and/or found out she knew his. All she knew was that he absolutely could not know either. At least not anytime soon.

Then there was the matter of Flynn and Faye. Should she tell them? That would mean telling them that she'd snuck out on them, and they would be angry enough about that. They would also forbid her from even going near Peter…and she really wanted to see him again. She wanted to be friends with him. She hadn't had a real friend in such a long time. And other than the fact that he was Spider-Man, he was in no way a threat to them.

Suddenly growing anxious again, Felicity looked in her goggles to see what time it was. _Almost one in the morning?!_ she almost gasped. _Are you kidding me?!_ But whatever the time was, she knew she had to get back, lest even Midnight give her and her late night scouting mission away. She sat up and, after making sure no one – especially Peter – was watching, hauled herself back to her feet.

With a deep breath to both rid herself – mostly – of her nerves and get some air into her lungs, she took off back the way she came, hoping that she would eventually find her way home…even as she knew there was no hope in escaping the shock of tonight's revelation.

* * *

Had the situation not required her silence, Diane would've laughed. Now they had not only Black Cat's identity, but also Spider-Man's. As she stood in the shadows just as she did the week before, she couldn't help but grin as she imagined Mr. Kravinoff's reaction. Whether or not that would prove to be as beneficial to her remained to be seen. But she did know for certain that her master would be pleased.

* * *

_Reviews would be appreciated._


	5. Chapter 5

Chapter 5

One would think that the Ravencroft Institute for the Criminally Insane wouldn't be at all kind to the inmates/patients held in such a place. After all, only the maddest of madmen were sent there. But since the not-quite-sane-themselves staff were often tired at the end of a workday – most often spent dealing with psychopaths and sociopaths and subjects with…questionable interests – they often didn't bother trying to set any online rumors straight, preferring instead to play games such as _Galaga_.

But the case actually wasn't as bad as most would think. Aside from the most dangerous of inmates, most of the more reasonable ones were allowed an hour outside every day to stretch their legs. Still, they weren't permitted simply roam wherever they wanted and cause more trouble. A single courtyard was set up in the middle of the facility for this purpose. And of course, to prevent any escape attempts, the walls were high, with invisible electric fences covering the whole perimeter at the top, and ankle braces that would shock any uncooperative inmate into unconsciousness were it called for.

But most such inmates weren't Dmitriy Kravinoff. Otherwise they wouldn't have even bothered trying to flee the premises. No, Dmitriy had more important things to concern himself with. And what he was concerning himself with was putting a smile on his face, which in turn caused the blond woman next to him to smile as well.

"I commend you, Diane," Dmitriy grinned. "I must say, I am impressed." He then stared ahead as he leaned back against a column and crossed his arms, watching the other inmates with amusement. This he did alongside his female co-conspirator, who acted as one of the many attending employees/guards who monitored their patients in the courtyard. "We have not only Black Cat's identity, but also Spider-Man's!" He chuckled to himself. "It truly is as though fate has granted me its favor."

Though she adored this man, Diane rolled her eyes slightly at his remark. She wanted to get to the juicier part of the conversation. "So?" she said flirtatiously. "Do we change our plans? When do we strike? Whatever you wish will be my command."

"I am sure it will be," Dmitriy's smile fell slightly. He then graced her with a glance and added, "Your biggest flaw, however, is your lack of patience. I have had to wait for _long_ periods of time. And look where I am now. I have revenge right on my doorstep."

Diane gave her master a confused look, causing him to sigh with ironic impatience. "Did you not say that the girl also knows the Spider-Man's identity?" Dmitriy asked.

Diane nodded, though the look on her face still told him she didn't quite know where this was going. Still, he continued to explain. "Can you not see? We will let the two do the hard work for us. The girl's knowledge of the boy's identity is not mutual between them, and, given the information we have, neither does the boy know the girl's secret identity. Secrets such as these often reveal themselves at the wrong place and the wrong time; or, rather, the right ones in this case."

He then looked straight at the blond woman with those piercing Russian blue eyes of his, causing a pleasurable shiver to travel through her. "Sometimes, the best strategy is simply to lie in wait, and allow the enemy to unwittingly sow the seeds of their own destruction, that we may reap the harvest." He looked away once again, though this time he had the face of one recalling something important. "It is a strategy I sort of, picked up, from an old 'client' of mine, so to speak."

Diane gave the man a thoughtful yet confused look. "Forgive me for not seeing the brilliance of your plan, but, I don't remember you ever telling me _why_ you want to go after this girl. She's only sixteen. What's she ever done to you?"

"Idiot," Dmitriy muttered under his breath, but Diane still heard it. Nevertheless, she choked on any words she might have said once his now fiery gaze was once again directed at her. "It is not what she has done. It is what she represents! That I was forced to live in squalor while that girl and her sisters even now get to continue living their happy, carefree, ignorant lives! I will never have peace until I see the circumstances reversed!" His snake-like grin reemerged, as did his devious tone of voice. "And I cannot think of a more perfect way to offer repayment for what I have had to suffer!"

"Still," Diane said softly. But she had better sense now to not keep on arguing him, especially considering this man could strike her as soon as kiss her. "You're right, though. I can only have my own confidentialities and have no business prying into yours." She too grinned in a similar manner as Dmitriy. "Thank you for the reminder."

"Of course," Dmitriy nodded, satisfied, before looking ahead and staring at what only he could see like he did before. "And besides, what fun is there to be had in simply outing someone else's secrets? It is mere child's play." He could almost picture the scene before him now, and it made him chuckle in dark amusement. "Indeed, the real fun comes from watching one's enemies do the hard work for you."

* * *

"Hey, Earth to Peter! Come on, stay with me now." Only when a hand was waved in front of his face did Peter jolt from his self-induced trance; and only when he jolted from his trance did he remember where he was – on the nearly packed monorail to school. What he didn't recall was Ned sitting next to him, and it made him jump in his seat.

"Geez, man!" Peter gasped. "Don't freak me out like that!" Come to think of it though, he had been getting freaked out more often than usual lately. Had he been letting his guard down too much?

"Sorry," Ned frowned at him. "I thought you had that…sixth sense…magic spider radar thing." Peter was about to ask him what he was talking about, when he put the pieces together.

"Yeah, I do," he nodded. "It just, for whatever reason, comes and goes, sometimes."

Ned gave him a confused look, then shrugged his shoulders. But he began smiling when he realized he was onto something. "Thinking about that…" He took a moment to recall her name. "…Felicity girl, are you?"

"No, Ned! No!" Peter retorted. As annoyed as he was starting to feel, there was no one else with whom to talk out what was weighing on his mind. He turned to his best friend again and asked, "Don't take this the wrong way but, you ever get the feeling you're being watched?"

"What?" Right then, Ned's eyes grew wide and he looked around to make sure no one was watching before he lowered his voice. "You mean you think you got some kind of…stalker?"

Peter breathed out an exasperated sigh as he placed his forehead in his hand. "If I do, it's not _that_ kind, I'm pretty sure." Despite telling Ned not to misunderstand him, Peter couldn't help but looking directly at him and explain himself anyway. "See, last night, I was on a scouting mission, of sorts. I was going around the city looking for any sign of Black Cat."

Ned's eyes immediately lit up and he eagerly asked, "Oh dude, did you find anything?!"

"No! No," Peter shook his head hastily, hoping his friend wouldn't draw any attention. When it seemed they were in the clear, he continued. "But when I got home…I had this feeling that something wasn't right. So I looked outside. I looked around a little bit; and I saw…nothing. Either that or somebody's pretty good at hide-and-seek."

"Oh man, you don't think it was Black Cat, do you?!" Ned asked excitedly. Peter frowned at him in confusion, prompting his friend to hurriedly explain. "Well, with the rumors about you and her goin' around – or rather, her and Spider-Man – maybe she might wanna get the upper hand to get you off her trail." He then gasped in realization and added, "Maybe she wanted to follow you and find out who you were!"

"What?!" Whether or not he may have wanted to, Peter quickly started to wonder if that theory had any merit. "Okay, I'll admit, that is possible, at least somewhat. But, I'm sure I would've known if she was following me. Either that or, she must've known about my sixth sense and found some way to fool it. Still… Yeah, she's pulled off some pretty mind-blowing robberies, but, she can't be _that_ smart. Can she…?"

Ned appeared to be uncertain, until he shook his head. "I don't know, dude. With girls, you can't always tell."

Peter was starting to wonder what he meant by that, when he realized something else. "For that matter, if she does know I'm Spider-Man, why hasn't she sent me any blackmail or anything like that?"

Ned raised his eyebrows. "Good point," he admitted. "But, you never know. For all we know she could be on this monorail right now!"

While Ned thought it was a good joke, Peter couldn't help but wonder if Ned had hit on something big. Of course, he couldn't just go interrogating every young woman in the monorail. But Ned's smart remark had reminded him that this lady was a thief, and that she didn't pull off those robberies simply by luck. With a frown, he wondered if she was smarter than he might have thought. In that case, if he wanted to catch her, he was going to have to be even smarter.

* * *

Felicity stared at the ground as she sat on a stone bench in front of the school. Whatever compelled her to take the early monorail here this morning, she had a strong feeling it had to do with wanting to avoid her sisters and the guilt that was already pressing hard. She knew she couldn't have predicted that Peter could've been Spider-Man, but at this point she felt as though she was tangled in a web more nefarious than any he could make.

Just then, the alarm on her phone started going off. Felicity picked it up and saw that class would start in fifteen minutes. Obviously, she knew the day wasn't going to wait for her. Still, as she slung her backpack over her shoulder, she wondered if the school day would help her get her wildly running thoughts together. Already, she was telling herself she couldn't go back and change things. She had to make do with what she had.

Of course, the school day would start as it did yesterday, in chem class…with Peter Parker. _Who knows though?_ Felicity wondered. _Maybe by some amazingly coincidental happenstance, he won't be able to come, and I wouldn't have to–_

At that moment, she looked up, and both figuratively and literally froze where she was as she gasped out loud and dropped her backpack. She was just barely a few feet away from the boy she'd hoped in vain to avoid. "Oh, Felicity!" Peter smiled. "Hi!"

Instead of greeting him in return, Felicity bent down to pick up her backpack, her face heating up and her heart pounding. "Hey, hey, I-I'm sorry," Peter apologized. "Did I startle you?"

She shook her head a little too fast. "N-no, no!" she insisted as she tried to smile. "I was just a little, surprised to run into you, that's all." _And I might as well have a bright neon sign above me that says, "I Know You're Spider-Man!"_

Peter's smile sank into a concerned frown. "You sure?" he pressed. "For lack of a better way to put it, you don't look too good."

Oh, how right you are. "I-I'm fine Peter, really," Felicity assured him. "It's not like I'm made of glass." She let out a chuckle – or rather, an attempt at one.

Peter only smiled a little bit in return and nodded as he said, "Okay, if you're sure." They both then turned and raised their eyebrows to see another guy whom Felicity assumed to be friends with Peter.

"You know you could wait for me sometimes, man," he said, only to see Felicity next to Peter, causing his eyes to widen slightly in recognition. "Oh, hi. Uh, am I interrupting something?"

"Oh no, no, Ned, you're good," Peter shook his head. Then he seemed to remember that he and Felicity didn't know each other, so he proceeded to introduce the two. "Uh, Felicity, this is my friend, Ned. Ned, my chem class partner, Felicity."

"Hi," Felicity nodded shyly. Feeling the need to speak further, she quickly thought of something to say, and hoped it didn't sound stupid. "Uh, sorry if I unintentionally stole Peter for chem class."

Ned smirked at her, but Felicity didn't detect any ill intent. "Hey, at least you don't have to sit with a guy who sounds like a cross between Jar Jar Binks and Burt Ward's Robin."

Felicity didn't know whether to laugh or feel for Ned – or the guy he got partnered with. Fortunately, Peter spoke up, causing her face him again. "Hey, Felicity," he said with a bit of nervousness, "I was thinking just now. Since we all have the same first period class, how do you feel about us walking together?"

Felicity raised her eyebrows at his offer. For a moment, she felt he should've asked Ned if he minded them all going together. But in the next, she recalled how uncertain she was about what could give her away as Black Cat and what wouldn't. She was certain however that Peter had the sense that he was being followed last night, hence why he looked out his window…allowing her to see his face – a moment she would not soon forget, if ever.

So much of her wanted to concentrate on keeping her guard up and not letting Peter come any closer than he already was, in both ways. And yet, Felicity couldn't help but yearn to be closer to him anyway. It had been so long since she'd made friends with anyone outside her family, let alone gotten close to a boy. She'd already liked him a lot when they first met. Now that she knew he was Spider-Man – a selfless hero who defended those who couldn't defend themselves – she was drawn all the more to him…

Just then, Felicity remembered how said hero had asked her something. Fortunately, she quickly recalled what the question was, and answered him on a whim. "Sure," she nodded, smiling. "I often go to class by myself anyway. It'd be a nice change."

"Oh man, we really gotta get going," Ned pointed out. "We've got less than ten minutes!" Peter and Felicity both agreed, and the three of them hastened toward the school building. As they did so, Felicity couldn't help but smile at the thought that had Peter offered his arm to her, she probably would've taken it.

* * *

Not too far from the chem classroom, a certain arrogant guy who made a sport of teasing "nerds" and "losers," was leaning against the wall while other students passed him in the hallway. His brown and eager eyes were glued to his phone as he watched news footage – or what little there was to go off of – of a certain thief in a rather attractive and saucy black catsuit. He was so engaged in it that he jumped when he heard someone clear their throat next to him. He relaxed though when he saw it was a female student whose name was perhaps the easiest for anyone to remember, given it only had two letters.

She gave him an unimpressed frown – as she often did to everyone and everything – and said with a matching monotone voice, "You don't have to tell me why you're watching that, Flash."

Flash gave her a smirk of dismissal before going back to what was mesmerizing him. Though he knew what she'd just said to him, he decided to tell her anyway. "Why not, MJ? I think she's hot."

MJ leaned over and gave a rare, if droll chuckle when she saw he was watching footage of Black Cat. "Forget it, she's way too old for you. Besides, she can more than likely kick your ass."

Flash smiled as though he'd just received a compliment. "She can kick my ass any day. And so what if she's ten years older than me? I can act mature."

His eyes then caught something, and he looked up to see three students coming down the hall, two of which he knew well and was always pleased to "tease." "What's up, Penis Parker?!" He then looked at the girl next to him and couldn't resist. "Who's your new girlfriend?"

Both Peter and Felicity interjected at the same time. "She's/I'm not my/his girlfriend!" Flash only shrugged his shoulders, clearly not believing either of them.

"Whatever, figures you'd end up with someone as ugly as you, Parker." Peter's and Felicity's eyes both widened in bewilderment, and several "ooohhh"s rose from a few students who'd stopped outside the classroom to watch.

Suddenly though, Felicity smiled a bit and retorted, "Wow, thanks for the compliment. Helped me to remember I'm only half as ugly as _you_ are!" The "ooohhh"s came up again, only quite a bit more prominently this time around. Flash and Felicity however were focused only on each other.

Flash put his phone away, and began walking in an intimidating manner toward her. Immediately, this alerted a defense mechanism within Felicity that she'd internalized to the point where it was almost natural. She rapidly took a step forward, bared her teeth, and hissed at him.

It seemed to work, if only briefly. While Flash paused long enough to take two steps back away from her, a look of amusement quickly emerged on his face. "_Oohh_, somebody wants to start a hissy fit!"

At that point, the otherwise shy and nervous Felicity snapped and gave way to her other self that she'd never shown in public till now. "Alright, come on! You and me! Let's go!" she challenged Flash as she headed toward him.

But before she could go much further, she felt someone's firm hand on her shoulder. "Felicity!" She looked back, and her eyes widened when she saw it was Peter. His alarmed face silently implored her not to take it further. But that wasn't what sent a wave of dread through her. She'd only realized in that moment that not only had she nearly made a fool of herself, but also that she'd hissed in front of everybody, in front of Peter. Hissed like a snake…or a cat…

Fortunately, as if someone up above felt for her and her plight, the school bell rang, causing everyone to stop whatever it was they were doing – including Felicity and Peter – and hurry to their respective classes. And all the while, Felicity felt her face grow red hot and her heart pound a mile a minute. This apparently also caused her to lose her sense of direction, as she almost ran into a girl whose name she remembered to be MJ.

Strangely though, MJ smiled at her, if only slightly, which Felicity couldn't recall ever seeing her do. "Not bad. About time someone shoved his ego in his face."

Felicity almost started to smile back, when her eyes landed on Peter, sitting as he did yesterday in the back of the room. As much as she wished she could simply run off, she decided she needed to embrace whatever backbone she had and head toward him, hoping she didn't look too stiff as she did so. She then forced herself to sit down next to him – as well as to breathe – and then look at him. Oddly enough, she had a small sense of comfort when she saw his face was red as well, if only marginally as much as hers had to be.

Felicity then remembered what'd just happened, what she'd just done – or almost did – and struggled to put the right words together. "Um, uh," she stammered like the idiot she was sure she sounded like, "I…I am so, so sorry, I–"

"Hey, hey," Peter stopped her. "I get it. I get it. Actually, it, uh…" Suddenly he himself started stammering, putting her a bit more at ease. "…it was, kinda cool, at first. I just…I just don't want you to get in any trouble."

_Oh, if only you know how much trouble I'm already in._ "Um, thanks, for your, consideration," Felicity smiled, albeit with embarrassment. Though of course, there was much more to it than that. "Why don't we just, uh, pretend like it kinda never happened?"

"Uh, okay…" Peter replied slowly. Just then, the teacher walked in, putting a cease and desist to their awkward conversation. For Felicity though, it was far from simply awkward.

_Why did I DO that?!_ she silently demanded herself. _Why did I have to pay that guy any attention, even if he was a jerk?! And I may not have only embarrassed myself in front of Peter, I might have made him suspicious. He doesn't seem to suspect, but I seriously need to get my act together if I want to keep him from finding out I'm Black Cat…and for him to keep talking to me._

Before long, Peter and Felicity were going through the same routine they did yesterday, though Felicity this time had to put in more effort to stay reserved in both word and deed.

Luckily, Peter never brought up the incident again for the whole period, given how he felt for her and how disconcerted he was sure she was. Not to mention that mortified look she gave him, which he wouldn't be forgetting anytime soon.

From Felicity's point of view, his silence about what she'd done had to be a good sign. Maybe she somehow would be allowed to make only nine mistakes in the same way cats have their proverbial nine lives. Otherwise, this one little mishap could potentially cost her everything.

* * *

These thoughts remained in Felicity's mind for the rest of the day, no matter how hard she'd tried to shove them off. And they predictably seemed to return in full force when she got back home, with only Midnight to talk to about her troubles. The downside to this was that Midnight was a cat and would neither understand nor care what she said. On the upside, any living being with a brain to converse with was better than none; and Midnight wouldn't be able to rat her mistress out to anybody.

For awhile, Felicity attempted to dodge the issue as she watched her favorite cat play with her favorite toy in the world – a paper bag. Such a display of feline fun never failed to make her smile. She watched as Midnight clawed and kicked at the bag on the floor, until she realized she could avoid her problem no further.

"What do you think, girl?" she asked. "You think he has any idea that I could be the one he wants?" The black and white she-cat looked up at Felicity briefly, and then returned to clawing at her paper bag, which was now beginning to tear. Felicity could only sigh. "If only I could tell everyone what I know – Peter, Flynn, and Faye. If only I could tell them I know Peter is Spider-Man. I know I probably should. But, still…"

Once again, the more than likely consequences came to mind. "But then, my sisters would know I snuck out, I'd be grounded, and I'd never get to see Peter again… Then again, he probably wouldn't even want to see me again if he finds out that I'm Black Cat _and_ that I know he's Spider-Man. And…I just couldn't stand it if we had to end things between us that way."

Beginning to feel tired of imagining such scenarios, Felicity leaned forward and first put her hand to her forehead, and then through her hair. "I know being Black Cat was my idea. I know I made a promise to Mom and Dad. But…I've backed myself into a corner I see no other way out of."

As if on cue, Midnight rubbed against her mistress's leg and meowed. Felicity smiled sadly and then leaned back in her seat, allowing her cat to jump up and settle into her lap. Midnight lifted her head toward her mistress, and Felicity quickly got the message. She held the now purring cat close to her with one hand, and scratched her head with the other. "You know, Sweetness," Felicity then said, using one of her nicknames for her pet, "you may be an animal, but sometimes…I just envy you."

Midnight only purred in response, in ignorant bliss. Still, Felicity continued to pet and scratch her, behind her ears and underneath her chin. But unfortunately, they didn't get to stay that way for a long time, as less than five minutes later, a knock sounded at the apartment door. Felicity sighed in disappointment, but then called out, "Come in!"

As was often the case, Midnight leaped down onto the floor, and in walked Faye. She opened her mouth to speak, but Felicity held up her hand at her sister, already knowing what she was gonna say. "If you complain about studying one more time, I'm gonna take all your books and throw them out the window."

"Oh no, I wasn't gonna say that," Faye shook her head. Mildly surprised, Felicity listened more intently. "I was gonna say Flynn called me just now. She said she's gonna be a bit late coming home. But when she does get home, she'd like for us to start discussions about our next job on Friday night."

Felicity's eyes widened with complete surprise, and a split second after, her mind subconsciously ran through her mental calendar, and there it was. "You mean, this coming Friday night?" she asked Faye for clarification. To her dismay, Faye nodded. "Oh my word, I completely forgot!" Felicity exclaimed as she let her head hang and grabbed two fistfuls of her hair.

True, it had been over a week since their last job. But still, how could it have been almost completely blocked from her memory? Just a moment after, Faye offered an answer. "Why? Because of your new crush?"

It was an answer that Felicity did not receive particularly well. She looked again at her sister and interjected, "Faye! I told you yesterday! It's not a crush! Just, quit the conspiracy theory attitude!"

Faye held up her hands in an offer of peace. "Okay, okay! Sorry. I just call 'em as I see 'em, you know." Felicity only huffed and rolled her eyes before she turned away to look at the floor again, and think.

Once their exchange really started sinking in though, Felicity realized with increasing anxiety that she could be facing a situation that could go terribly wrong if she didn't do something. After all, Spider-Man – Peter Parker – was on the lookout for her. True, he'd already seen her. And during both their meetings at school he didn't seem to put two and two together. But that didn't mean he wouldn't eventually.

What if they ran into each other? Would he allow Felicity to explain or defend herself? And even if he did, no matter how she might try to disguise it, Peter was bound to recognize her young sounding voice, which would shatter the illusion that she was older than her age and give her real self away.

If she was to end up facing Spider-Man, Felicity knew she would need more than a commanding presence. Her suit and cosmetics and of course her skills had served her well in the past. But she knew that, come Friday night, she would need something extra.

Fortunately, while Felicity certainly wasn't the tech genius that Faye was, she still considered herself savvy. And it wasn't long before she came up with a potential solution. The downside to that though was that she'd need her sister's help.

"Faye, I just thought of something!" she called. Faye turned toward her, her eyebrows raised with interest, allowing Felicity to continue. "It's about the Friday night job. I was just thinking, with Spider-Man potentially on my trail, what if I were to cross paths with him?"

Faye frowned in acknowledgement of the implications. "Go on," she urged her sister. "I'm listening."

"I just don't think it would be as simple as fighting him off," Felicity explained. "He's likely about as good as me, if not more so. Not to mention he's got those web shooters. Still, I could probably trick him into allowing me to talk to him."

Faye smirked with skepticism. "And how do you think you're gonna do that?" she asked with a matching tone.

"See, there's the issue," Felicity went on. "I can't just talk to him using my regular voice. I may look ten years older in that costume, but if I were to use my own voice, who's to say he wouldn't be quick to figure out my true age?"

"Wait a minute," Faye stopped her, and began to think to herself about what her sister could be getting at. And it wasn't long before her eyes lit up in realization. "You mean, you don't just wanna try to disguise your voice on your own? Are you asking for some kinda voice-changing tech?"

Now it was Felicity's turn to smirk. "No, I was gonna ask for some Spider pepper-spray. Yes, I was gonna ask for an extra piece of tech to modify my voice!" Without waiting for a response, she went on to say, "I just don't think regular attempts at trying to make my voice sound different would be enough. And I don't wanna take more chances than needed."

"Okay, but Felicity," Faye looked at and spoke to her with a respective expression and tone of voice that were both uncertain, "you've gotta understand it would take a bit of time for me to come up with something. It's not as simple as just cooking something up with a recipe."

"What do you mean?" Felicity asked her, her tone now a bit more desperate. "You mean you can't do anything?"

"I didn't say that," Faye assured her. "I said that if I were to do as you want, it would take me a little while, if that. I mean…" She let out a brief noise of frustration before she added. "Let me think for just a minute." She turned away to be with herself, so she didn't see that Felicity was about ready to hang her head. If only she could do all of this stuff herself.

Fortunately, it didn't take too long for Faye to come up with a potential solution. "Alright, I think I have an idea." Felicity nodded and leaned forward in her seat, eager to hear. "Maybe I could put a mini-mic or something in your goggles, something small enough to fit in them yet high-tech enough to effectively change your voice." Felicity briefly raised an eyebrow at her sister in brief confusion, but she continued to listen. Faye's uneasy face and voice returned though as she said, "But if I were to do that, it'd still take a while for me, like I said before."

"W-what are you talking about?" Felicity asked, almost beginning to stammer with nervousness. "How long would you need?"

"Let's see," Faye put on a thinking expression again. "Maybe…" Her face then changed once more, this time into one that was sheepish. "At the very least I might need something like…between ten and twelve hours."

Felicity started feeling cautiously hopeful, even as her sister's face remained the same. "Okay, then…that's not too bad…"

"Well, therein lies the problem," Faye frowned. "See, finals will be in the next few weeks. And the next robbery we have planned is in three days. So I'd have to work on the tech in between studying for finals. I'd have to work on it every day till Friday for two to three hours."

Though she knew she needed to take this maturely and not try to whine, Felicity wanted to groan with frustration. "Faye, I know I'm asking a lot. I know it may not be the best time. But, please do this one thing for me and I'll never ask something like it of you again! It really could mean the difference between us getting caught or getting away."

Felicity could tell that Faye wanted to object, especially given how she brought up almost every day how tedious studying could be. But then, she thought she saw that Faye was thinking seriously about it. And when Faye thought that seriously about something, she more often than not committed to it. Finally, she faced her younger sister directly. "Alright. I'm doing it. But just know, Felicity, that after this, I just won't have the energy to take up any last minute projects."

Beyond grateful, Felicity hurried to the kitchen counter that Faye was standing behind. "Oh trust me, I'd be more than willing to make it up to you! What if I…did your laundry for, say…three weeks?"

"A month," Faye replied. "And I mean all of it." Felicity nodded, even as she blushed brightly. And after what felt like forever, Faye's lips turned up in a smile, albeit a small one. "It's a deal then?"

"Deal!" Felicity then rushed around the counter and hugged her sister tightly, though a bit too much for a brief second. "Thanks a ton, Faye! You're the best sister in the world, you know that?"

"Uh, yeah!" Faye replied as though it were obvious. "Of course I do! Haven't I won that annual award for like, what, sixteen years in a row?" The two then started laughing, causing Felicity to let go of her.

But even as they did laugh, Felicity wondered in the back of her mind if Faye would finish updating her tech in time, and if it would work like it was supposed to. And yet, darker still, she wondered if Faye would've been as eager to help if she'd known the other reason Felicity wanted to disguise her voice.

* * *

_Reviews would be appreciated._


	6. Chapter 6

_Hey! Sorry I haven't updated in awhile! Had to prepare for school. Hope this kinda makes up for it! And by the way, if Sony doesn't give Spider-Man back to Marvel, I'm gonna send Black Cat to steal him back!_

* * *

Chapter 6

The following three days were tension-filled ones for both Peter Parker and Felicity Harding, though of course for different reasons from the other. Or rather the week wasn't so much tension-filled as it had been gone through on high alert.

Felicity obviously kept her guard up, trying to be mindful of her words and actions – in addition to ignoring the glares that Flash gave her whenever he saw her – as much as she could. She was well aware of how smart Peter was just from sitting with him in chem class, but that didn't mean he couldn't also be clever, especially given his alter-ego. And though she knew his sixth sense was likely simply used to warn him of incoming danger, she wouldn't have been surprised if it also heightened his capability of suspicion.

And yet…despite it all, Felicity found herself liking Peter more and more every day, perhaps even more than she should; certainly more than her oldest sister would approve of. She had never really dated before, and while she wasn't naïve, she didn't have much experience with boys, at least in that department. And as much as she liked Peter, she couldn't imagine him requiting her feelings. Either way though, she knew it could never be anything more than it now was.

On the one hand, it was kind of fun knowing she knew his secret while he didn't know hers, that he likely couldn't imagine that the introverted girl he sat next to every day was the savvy and agile thief who'd so far evaded his grasp. On the other hand though, Felicity also felt guilty about keeping such a monumental secret from him. Since Spider-Man's hobby was tracking down and apprehending criminals, it felt a bit like hiding monumental evidence from a cop – one she was growing more and more fond of. As her mother had once fittingly said, "Oh, what tangled webs we weave when we make plans to deceive."

* * *

Meanwhile, Peter also felt himself growing to like Felicity more and more with every passing day. And yet, it wasn't an entirely comfortable feeling. The last time he'd tried getting close to a girl he liked, her father turned out to be the baddest bad guy he'd caught in his career as Spider-Man thus far. While he very well knew that such a situation was an isolated incident, it had happened mere months ago, and it was still fresh in his mind.

Not only that, but he'd also begun to notice that whenever he did attempt to get closer to Felicity, she always seemed to inwardly withdraw, like she was closing a door on him. Peter knew it couldn't be his behavior, nor because she was simply timid and shy, given how she'd reacted to Flash's vulgarities. For a time, he'd wondered if she'd had a past relationship that'd ended on a bad note, but he quickly discarded that theory, given how innocent she seemed.

Whatever the case was, and whether he might have known it or not, one of his favorite sights by now was how Felicity's pale gray eyes smiled whenever she was in a good mood. Indeed, it was a sight he found himself looking forward to after yet another night of–

The monorail jolted slightly as it began to slow down. Fortunately, Peter had found a nearby pole to grab hold of. The doors of his car opened, and he smiled when he saw Ned come aboard. They didn't always ride in the same car, but it was always a pleasant surprise when they did end up in the same one. On the other hand though, Peter had the feeling he knew what his friend was going to ask, and he was soon proven right.

"Hey, man," Ned greeted him. He then saw Peter's smile fall and realized his question had been answered before he could ask it. But he asked anyway. "Still no sign of Black Cat?"

"Nope," Peter shook his head in disappointment. "Nothing. It's like she just straight up vanished. To be honest, I wouldn't be surprised if she could literally turn invisible. She is a master thief after all."

"Or maybe she just knows you're on her trail, and she's trying to stick it to you," Ned suggested. "Either way, you seem pretty bummed out."

"Well, it's not easy being a friendly neighborhood Spider-Man, that's for sure," Peter smirked slightly before frowning again. "I wish I at least had a lead, though. All I really have is that footage from Twitter, and even then nothing better has been uploaded since that iPhone video from Monday." His eyes widened just then when he had an idea. "You got anything for me, Ned?"

"Nah," Ned reluctantly shook his head. "Sorry, Pete. If I did I seriously would've called you the moment I got it."

"Yeah, you're right," Peter agreed. "But you will be on the lookout for anything, will you?"

"Oh duh," Ned smiled. "Already on it. I look every other hour. Besides, I'm your guy in the chair, you know?"

Peter chuckled. "Thanks, man." But then, he let out a sigh before he added, "I wish I had something to get my mind off it though." Out of the corner of his eye, he thought he saw a look on Ned's face that seemed to imply something. "I'm guessing you have an idea?"

"Oh nothing, nothing," Ned denied it nonchalantly. "I just wanna know when you're gonna ask her out."

Peter furrowed his eyebrows at him in confusion. "What do you mean? Ask who out?" In the very next second, he realized whom his friend was referring to, and his eyes went wide and he shook his head firmly but hastily. "No, no way, Ned, absolutely not."

"Why not?" Ned asked him as though the answer were obvious. "She's cool, for one thing. You saw how she stood up to Flash. And you've been sitting with each other in chem class every day."

"Yeah, because we were partnered with each other on the teacher's orders," Peter pointed out, already beginning to tire of the subject.

"Come on, dude," Ned continued to hassle him. "Don't you like Felicity?"

Whether it was to placate Ned, or his own nagging feelings that he could no longer deny were there, Peter paused briefly to get his words together and replied, "Okay, maybe I do like Felicity, a little bit. But one, we've only known each other for five days. And two, what if she doesn't feel the same way? What if I just come off like a creep to her if I do ask her out?"

"Pete, come on," Ned replied nonchalantly. "You're Spider-Man! What girl wouldn't want to go out with you?"

The moment he brought up his alter-ego, Peter replied in hushed tones, "But she doesn't know that, Ned. She's not supposed to, and neither is anyone else!"

Ned gave him a look that upheld his innocence. "Dude, I haven't told anyone–"

"I know, but still!" Peter interrupted him, then stopped when he remembered they were in a public place. With a calmer voice, he added, "Besides, I can't exactly be a friendly neighborhood Spider-Man if every girl in the neighborhood comes after me."

The two then couldn't help but start laughing, but even as they did, Peter still had to wonder if Ned was onto something. And also, he thought he found himself taking Ned's suggestion to ask Felicity out seriously. The only question was whether or not she would return his feelings…which seemed to become more and more evident every time he thought of her.

* * *

Though they were close to finishing only the first class of the day, Felicity sighed a little bit as she reminded herself that this was the last day she would be Peter's partner in chem class. Given how much she valued honesty, she couldn't deny that this was the best school week she'd had in a long time. And neither could she deny that Peter seemed to be nervous about something, because it was rubbing off on her. She had to wonder what was on his mind. Perhaps it had something to do with being Spider-Man…

Felicity immediately fled the thought. She was already getting precariously close to the proverbial edge. Even so, it pained her that she couldn't reveal to Peter that she knew he was the web-slinger, lest he find out she was currently New York's most wanted thief, and wish to never see her again.

Despite all these thoughts running randomly through her head, Felicity eventually had to tell herself to simply enjoy her remaining time with Peter while she could. Times as pleasant as this were already rare enough. And she didn't know the next time she would get one, if at all.

Not much longer after she thought so, however, the bell rang, ending first period – as well as her too brief time with Peter. Nevertheless, Felicity gathered her things, and resisted the urge to tuck her hair behind her ears as she stood from her seat and looked directly at her partner – or former partner.

"Well, uh, how do I say this?" Felicity paused until she believed she found the right words. "I'm glad I got paired with you, Peter. This week may have been the most fun I've had in a long time. So…thanks."

Peter looked confused at her. "Wait, so, this is it? Just goodbye? I mean, we're still gonna see each other in class every day anyway."

"Yeah, I know," Felicity nodded. Peter still seemed nervous, and it was making her uncomfortable. She quickly found a reasonable excuse to go. "I hate to be abrupt but, I wanna get to second period."

She turned to go, but a mere millisecond later, Peter put his hand on her shoulder just like he did when she confronted Flash. "Wait, Felicity." Though she tried not to show it, inside her heart started pounding. Did he suspect her? But if he did, his reaction would have had to be different. Still…

"I know you gotta get going but, I-I wanted to ask you something," he said, sounding about as uncomfortable as she was. He briefly scratched the back of his head and did his best to look at her. "I was just thinking. I've been having a really good time with you, and, um… Would you…?"

_Happen to be Black Cat?_ Felicity imagined herself asking. Fortunately, she remembered to keep her mouth shut.

As if he just thought he might as well just get it out, Peter appeared to force himself to speak. "Would you wanna hang out sometime? Just, you and me?"

Felicity raised her eyebrows in complete surprise, and she quickly started putting the pieces together. At first, she truly felt for him. No wonder he'd seemed to anxious! But then, she started wondering if this could be a ruse to lure her into a trap. Immediately, she discarded the theory. She may have known him for only five days, but she'd spot deceptive behavior a mile away… At least, she believed so.

"Felicity?" Peter then said, making her remember he'd just asked her something very important.

Going with her gut instinct, Felicity couldn't help but smile and nod. "Sure. I'd love that!"

When Peter then smiled, she didn't think she'd seen someone smile so brightly in long while. "Really? Awesome! Uh, when should it be? Oh, how about we do it tonight?"

Peter's smile had proved contagious about as much as his anxiety had earlier. But when he asked that last question, Felicity frowned. "Oh no, I-I can't do it tonight."

The boy's wide grin fell, and Felicity was sorry to see it go. "Are you sure? Why not?"

Knowing she needed to be very cautious about her choice of words, Felicity replied, "Well, my sisters and I, we were planning to do something together." _Robbing another jewel joint to be specific._ "We don't always get to have fun nights and–"

"Oh no, I completely get it," Peter assured her. Suddenly, after remembering they needed to get to their next classes, he took his phone out and asked, "Here, why don't we exchange numbers so I can call you later?" Felicity had already gotten hers out, and the two gave the other their number.

"Thanks," Felicity genuinely smiled. "I'll try to listen out so you don't have to call me a dozen times."

Both of them chuckled, until they realized they were the only students left in the room. "Well Peter, I'll see you later then?" Felicity said, already eager to leave. "I'm looking forward to it!" She then hastened away with her books, but she still heard Peter call after her just before she entered the hallway.

"I'll call you later, Felicity!" And for whatever reason, Felicity felt anxious and excited all at once, as well as a little bit flustered, if the warmth on her cheeks was any indication. So Peter did like her as she did him. Either than that or he was just asking her out, out of pity. No, it couldn't be that. He seemed just as excited as she was for this, her first ever date – and maybe his as well. And lucky her that she would also happen to be dating Spider-Man himself! Or…maybe not so lucky, the more she thought about it…

* * *

Faye let out a thrilled screech that was so high-pitched Felicity thought she felt her ears hurt for a second. "My baby sister's first date!" She squealed. Immediately after, she hugged her little sister so hastily and so tightly that Felicity grunted out loud. Apparently Faye was as strong as she was smart. "Is there anything I can do to make it even better?!"

"Yeah," Felicity grunted again in a muffled voice. "Could you stop trying to break me in half, please?"

"Deal!" Faye replied as she let Felicity go. Just after, the door opened, and in walked Flynn, who let out a sigh as she undid her ponytail.

In a rare moment of amusement for her, she smirked at Faye with interest. "And what are you so happy about?"

"Felicity got asked out today, for the first time!" Faye replied excitedly, as though she were a thirteen-year-old rather than a twenty-year-old. "I'm so proud of her!"

Flynn gave her a humorously skeptical look, which Felicity couldn't help but grin at. "As if a first date is a huge life achievement."

"More like a rite of passage!" Faye exclaimed. When Flynn still seemed unimpressed, she said, "Oh whatever! Just let me revel in the occasion!"

"Did she even tell you who asked her out?" Flynn asked. Faye's smile dropped as she realized she'd been bested. Both looked at Felicity who, while still hesitant, knew the inevitability of the situation.

"It was Peter Parker," she explained. "The guy I've been partnered with in chem class for this past week. Seriously Flynn, you'd really like him. He's smart and funny, but he's also a complete gentleman." _And he's Spider-Man too, but, you don't need to know that._

Going against Felicity's expectations, Flynn smiled softly. "Alright, I guess it was bound to happen sooner or later. All I really want in the end is for you to not get mixed up with the wrong kinds of guys."

_Well, depends on what you define by _wrong_._ "Thanks for looking out for me, Flynn. He asked if we could do it tonight, but I told him no, that we were all planning something. That's literally all I said! Not exactly the truth but, not exactly a lie either."

"I get it," Flynn nodded in understanding. "As long as you're not outright lying, that's not too bad. Though, of course, we can't have him finding out too much. At least, not right now." Felicity frowned a little bit at the bitter irony, but fortunately, Flynn didn't seem to notice. "Which reminds me, I want us to go over our plan for tonight one more time."

Felicity in turn remembered something important, and was grateful to have something else to talk about. She turned to her other sister and asked, "Oh, Faye, by the way, are you close to finishing the voice-altering device? I hate to sound pushy but I _really_ need it for tonight." _More than you could ever know._

Faye's smile instantly fell from her lips. Her eyes went wide with worry. "Uh, actually, Felicity, I…" Felicity felt as though she were standing on the edge of the tallest building the world. "I think I forgot about it! I'm sorry, I was so busy!"

"What?!" Felicity demanded. How was she going to trick Peter if she couldn't disguise her voice well enough?! She didn't want to be mad at Faye, but just being mad at the situation didn't seem to be enough.

Right then though, her sister's smile returned as fast as it'd left. "Got ya!" She then burst out laughing, and Felicity didn't know whether to feel confused, frustrated, relieved, or all three at once. "I'm kidding! I actually finished it right before I left this morning! Come on, let me show you!"

Felicity couldn't help but stand there dumbfounded for a second, so great was her surprise. "Well, you coming?" Faye then asked, forcing her to snap out of her self-induced trance. Immediately, she did her best to ignore what had just happened and followed both her sisters down the hall to Faye's room. If anything, Faye joking around like this usually meant she was in a particularly good mood.

And once Felicity entered her sister's room, she was again reminded of how integral Faye truly was in her success as a thief, despite her occasional immaturity. Her room looked a bit like a toned-down version of what she imagined one of Tony Stark's labs looking like. Faye had even expressed interest at one point in the past in applying at Stark Industries, even though very, very few were actually accepted. And she had insisted it was _not_ because she wanted to be close to the man who was old enough to be their dad but was nonetheless easy on the eyes.

That said, Felicity knew she wouldn't be surprised if Faye did eventually land a job there, if what she'd been able to do with the tech their parents left them were any indication. All Felicity and Flynn really contributed was the costume itself, at least before Faye added her adjustments. Felicity already had been practicing gymnastics and martial-arts for years when she first became Black Cat, but it didn't hurt to have a few enhancements.

For example, the earrings she wore as Black Cat sent impulses to the balance centers in her brain, and though they didn't eliminate her chances of losing her balance, they did greatly reduce them. Her mask doubled as a pair of goggles with infrared and ultraviolet vision. The unitard underneath her jacket had micro-servos sewn into the seams, making her at least as strong as Spider-Man.

Speaking of which, while Felicity's grappling hook device in her right wrist didn't work exactly like his web-shooters, it did serve many useful purposes. And of course, whenever she flicked her wrists, out of her gloves came her formidable claws. Probably the only piece of equipment that wasn't high-tech was the set of false teeth resembling those of a cat that she always wore as the thief.

Coupled with the wig and black lipstick to make her appear older than she was, with all these gadgets and enhancements, Felicity often felt like she could prove a worthy rival for the wall-crawler. But now that she knew he could well be on her trail, she needed something extra to add to the illusion. And that was where the voice-changing device would come into play.

"I put a couple really small but receptive speakers underneath the eyes of your mask," Faye explained as her sister put them on. "They're kinda like vocal filters and should be able to alter the depth and pitch of your voice just enough, though you can always turn them off or adjust them as needed."

Felicity nodded and flicked on the new and very small switches on the sides of her goggles. She cleared her throat and did a test run. "_Testing, testing, one, two, three._" Her eyes widened as she found herself hearing an almost perfect compromise. She recognized her voice enough as her own, yet it was different enough to make her sound as well as look the age she was pretending to be. "_Wow, Faye! You really outdid yourself this time! Thanks a ton!_"

"No problem," Faye grinned with satisfaction. Her face then grew more serious though as she added, "And remember, you still owe me a month of laundry."

"_Oh…yeah, yeah, sure_," Felicity nodded awkwardly as she recalled the promise she'd made to Faye in exchange for this new device. Only then did she realize she was still speaking through it, causing her to promptly turn the side-switches off.

"I definitely agree," Flynn said. "I gotta say it's pretty impressive that you were able to work this up in just a couple days. But I will also say that, though I'm not quite as knowledgeable about tech, I'd use it only when it really needs it, considering Faye just finished it."

Felicity nodded again. "Well, now that we know that it works, we gotta plan for our little…'outing' tonight." Her sisters both agreed. But even as they moved on and discussed their ideas, Felicity found herself hoping greatly that should she indeed encounter Spider-Man – Peter Parker – her vocal filtering device and her wig and makeup would be enough to keep him from recognizing her. Otherwise, she and her sisters would be facing serious jail time, Flynn and Faye would never forgive her for not telling them what she knew…and her budding relationship with the hero would be left in shambles.

* * *

_Reviews would be appreciated._


	7. Chapter 7

_Hey everyone! I'm really sorry I didn't update in awhile. Some personal issues came up and I kinda needed a break from writing. Sorry to keep you waiting for so long! Hope this at least somewhat makes up for it._

* * *

Chapter 7

The nearly full moon was only halfway up its nightly arc over the sky, and the black, feminine-shaped silhouette hoped she wouldn't be spotted by the wrong people as she moved from building to building, from rooftop to rooftop. At one point, she had to crouch down after smoothing out her landing in order to hide from a couple of cop cars on the ground below, their red and blue flashing lights reminding her of the one she was on the lookout for as the blaring sirens echoed throughout the area. _Oh man, hope I don't get pulled over._

After smoothing out her landing on one particular rooftop, Black Cat stood and looked across the road at her newest target, the headquarters of Tiffany & Co. More specifically, she gazed at the back of it. They'd been doing some expansions on the building recently, and the catlike swindler was going to use them to her advantage in order to nab her latest prize: the North Star Diamond.

It was called such because it was found in a meteorite and had a remarkably large size. Maybe not as big as the Hope Diamond, but at least half. Wild rumors abounded that there were more, that the US government was hiding them, and that they were being used in alien weapons. Felicity often didn't entertain such theories, but given the attack on New York by the Chitauri, who knew what else was out there?

She was starting to wonder how she was going to get across, when she spotted a long thin metal pole that looked like those used in construction. Apparently someone had forgotten it, just for her. Felicity smiled as she couldn't help but silently thank the person, and then began to make her way to the other side. She cleared her throat to remind her sisters to keep silent so she could concentrate. And with outstretched arms, she proceeded to walk across on the pole as though it were a tightrope, trying to watch her step and hasten forward at the same time.

She made it to the opposite side without incident, and Felicity sighed, having realized only now that she'd been holding her breath. Then again, that was usually the case whenever she had to pull off such a stunt. What mattered though was that she was on the roof of the recently finished expansion of the jewel retailer's headquarters. She was ready to set out on her fourth mission.

"Man, I always get so nervous when you do things like that," Flynn said anxiously over the comms unit.

Felicity smirked. "Which is why I usually don't invite you to watch me in gym class after school."

"Wait, your voice-changer isn't on," Faye pointed out. "Or have you already forgotten how it works?"

"Don't be cheeky, White Cat," Felicity replied. "I just don't wanna have to use it unless I absolutely have to, like the rest of my equipment."

"My sentiment exactly," Flynn agreed, her sister able to imagine the grin on her face.

But before Black Cat could continue any further, a sudden ring split the air, startling her. It was a familiar sound, though. One which quickly frustrated her. "Dang it! Hold on guys." _Why do I almost always forget to turn the ringer off?!_ She quickly fished out her phone – which she'd always kept in case the comms unit failed – and was about to cut off what she believed might be a scam caller, when she saw with wide eyes and a lump in her throat that it was Peter Parker. Dare she make and exception and take the risk?

She did. After looking around to make sure she was alone, Felicity ducked down so the sound wouldn't echo throughout the place. With trembling hands, she answered it. "Uh, hi, Peter, how are you?" she asked, trying to sound pleased, she was she genuinely was somewhat.

"Hey Felicity!" she heard his greeting. Man, just hearing his voice was doing weird things to her. "Oh, hope I'm not interrupting anything. Am I?"

He may not have been right in front of her, but Felicity shook her head nervously as she replied, "Oh no, no, you're fine. What's up?"

"Hey, I got an idea. Why don't we face-chat?" Peter suggested. Immediately, Felicity refused.

"No!" Realizing then though that she probably sounded a bit too harsh, she replied more evenly, "No, no thank you. Not right now, anyway."

"Alright," Peter replied, not sounding offended at all. "I just wanted to ask you something. When are you free to go out?"

Knowing she had to answer, Felicity went with her gut instinct and replied, "I'm free tomorrow night!"

"Cool! So, would between six and seven be okay with you?" he asked, sounding a bit excited.

"Y-yeah, yeah, sure," Felicity replied a bit too hastily. She quickly made up for it by adding, "I'd have to talk to my sisters about it, but, I'm looking forward to it!"

"Me too," Peter agreed, and Felicity could sense his smile. "I'll get back to you with more details later, 'kay?"

"Sounds good to me," Felicity nodded, wanting to cringe at the awkward position she was in while talking to him.

"Okay, talk to you later, good night." Felicity didn't answer, only listened as Peter hung up. Why did such a sweet and nice boy have to both her date and her enemy?

Before she could dwell on it much longer, Felicity became alert again as soon as she heard Faye over the comms unit. "I heard the whole thing just now, you know. We both did."

"Oh no, I'm so furious!" Felicity replied in fake outrage. Truth be told, she was a bit annoyed that her sisters just had to listen in on the conversation, inevitable though it was.

"I honestly can't wait to meet him!" Faye exclaimed, her voice getting higher-pitched and more excited. "He sounds so cute!"

"Never mind all that for now!" Flynn interrupted. "We've got a job to do. We don't have all night."

For once, Felicity was grateful for her oldest sister's reminder. "You're right, Flynn." She hastily put her phone away – remembering to turn the ringer off – and stood up again, filled with new resolve to make this mission successful.

Though she had an idea that there weren't any guards waiting for her on the roof, she still looked both ways and made sure the coast was clear before rushing to a flat window in the middle of the floor. It resembled a trap-door, and Felicity already knew from her meetings with her sisters that the place had rigged all the windows, including this one, with alarms. Otherwise, the moment she tried to force it open, she would've been found out before she even got started. Fortunately, that wouldn't be a problem.

"Alright, White Cat," Felicity breathed. "Do your thing." They'd went over this several times already, and it was a common thing to do on a mission, where Faye hacked into whatever security system the targeted place had. And she smiled when she heard her sister.

"All clear, Black Cat." Felicity's smile grew when she heard the mischief in Faye's voice. "Time to cause some bad luck." She nodded in agreement, and took out a special welding tool from one of her jacket pockets. She wasn't going to merely draw a big circle in the middle with it. That'd be too obvious, not to mention dangerous to her mission. All she really had to do was fry the bolts holding one half of the window in place. That way, she didn't have the risk the glass falling and breaking loud enough to give her away.

"Ouch!" Felicity hissed as the end of her tool let out a spark. "I'm fine, I'm fine," she immediately reassured her sisters. That was another thing about these tools that Faye made. She didn't always have the time to perfect them. While a good thief knows how to work with the hand they were dealt, Felicity also had a feeling that it helped to have a bit of luck.

Fortunately, the incident didn't repeat itself, and she soon had the window open. She poked her head in and peered around in a way that mimicked Midnight's behavior. While her view was upside down, Felicity quickly deduced that this room was specifically built for the fire escape ladder just below the window. She couldn't help but smile. It was almost like they were making it too easy for her.

Rather than use the ladder, Felicity used her grappling hook to descend to the floor below. She then felt the hairs on the back of her neck stand up when she remembered what she and her sisters had discussed earlier. "White Cat, Gray Cat, any danger ahead?"

"Affirmative," Flynn replied. "You got two armed guards ready to take you down the moment you step out the door." Felicity nodded, having realized that her suspicions about them luring her into a false sense of security were true. But she was prepared.

She took out a new tool from her other jacket pocket, a small disk small enough to fit through the crack in the door on the floor, and – when activated – would admit a barely visible smoke that would render someone unconscious once they breathed it in enough. After activating the disk and shoving it through the crack to the other side, Felicity dared to open the door just slightly enough for her to see if her plan was going to work.

And before long, it did. The men on either side swayed until they both began to fall. Felicity, not willing to take any chances, flung the door all the way open and grabbed both guards by their sleeves. Very gently, she laid them down on the floor. Otherwise the resounding crash of them falling in a heap would've echoed throughout the building. Thankful that she'd prevented the scenario, Felicity dug up the disk from underneath both guards. There was no way she was going to leave any evidence behind.

With one more glance over her shoulder, she smiled and said in a barely audible voice, "Sweet dreams."

From there, Felicity made her way further through the building, with both of her sisters guiding her. At one point, she entered what she reasoned the be the warehouse section. And wouldn't you know it. All the climbable platforms had been raised to the middle level of the room, with guards standing on them, probably to stop her should she have tried to descend from an air-vent shaft.

Felicity rolled her eyes. As if she would take a route as predictable as that. She was about to move forward when she looked to the left, and saw two guards standing at the opposite end of the walkway. At least they were facing forward, like all the others were. And when she looked down, there weren't any guards on the ground level. But she now found herself in a conundrum. It was too far for her to simply drop down. And she couldn't use her grappling hook; that would make too much noise. As would her claws. But there had to be some other way she could get safely down.

When she looked to the right, that was when she saw it. A metal pipe stretching all the way to the floor. And as far as she could tell, her only option. Felicity bit her lip as she pressed against the wall and snuck over to the very edge. Even more quietly, she stood on the metal barrier and wrapped her hands around the pipe, followed by one foot pressing to the wall on the right side of the pipe, and then the other on the left.

Gritting her teeth from the effort, Felicity looked down to calculate how far she could go, and allowed herself to slide down a few feet. She stopped to make sure no one spotted her, and then descended a few more feet. Once she decided it was safe to drop to the floor, she pushed her feet off the wall and let go of the pipe, and then landed nimbly and quietly on the ground.

Rather than breathe a sigh of relief, Felicity couldn't help but give a smug grin to the silent sentinels on duty. _Suckers!_ she said silently. But in no way was she about to let her guard down. After making her way over like a ninja, she stopped in front of an elevator door. "Go ahead, Black Cat," Faye spoke in her comms unit. "I got it all covered." Felicity nodded, and just as quietly as when she was on the pipe, she opened the elevator door just enough to let her in. After which, she slid the door closed.

She once again got her welding tool out, and used it to open the escape hatch on the ceiling of the cab. After lifting herself out, although it was otherwise too dark to see, the night vision in Felicity's goggles allowed her to gaze down a drop that was at least twice as long as the one before. Although Felicity didn't really have a fear of heights, she still swallowed nervously. Fortunately, she quickly put that aside and fastened her grappling hook to edge of the cab. She still didn't want to use her claws, as she didn't want the sound of her climbing to echo loudly enough for the guards just outside to hear.

Though the gap of the cab was a bit narrow, it had just enough space to allow Felicity to squeeze her lean figure through. Still, it took quite a bit of effort, and she had to bite her lip to keep from letting out a sigh. In any event, she was getting closer to her destination, which was underground, certainly safe enough from the typical burglar. But the Black Cat wasn't a typical burglar. And she once again smirked as she made her way down the elevator shaft.

* * *

Felicity continued to follow her sisters' directions, though she didn't even so much as whisper in response, as was the case when she was on a mission. It wasn't long before she found herself standing in front the door of the room where her treasure was stored. And yet, even as she punched in the code to allow her access, she felt more uneasy than before about how easy this seemed. Nonetheless, she opened the door, and was lifting her foot to get inside when she suddenly heard her sisters in the comms unit. "No, wait! Black Cat, no!" That and the sight before her immediately reminded her of the clear danger she was facing.

There were bright red lasers stretching out just above the floor in too many squares to count. Felicity's eyes went wide and she promptly put her foot back underneath her. Faye quickly spoke in the comms unit. "_Man_, that was close! Otherwise we would've found ourselves in the middle of a flashing light parade. How many times do I need to tell you to pay attention to your big sis!" Felicity wanted to remind Faye that she too had a big sis, but the situation at hand was far more important.

"Don't worry about it, though!" Faye continued. "I got it all under control. I can shut down the lasers for only about ninety seconds, but that should be more than enough time for you to get the diamond!" Once she said the last word, Felicity looked forward and a felt a look of awe emerge on her face as she saw the prize. If this diamond truly did come from space, she wouldn't have been surprised, since it appeared too beautiful to have come from this planet.

She was snapped out of it when the lasers instantly disappeared in the blink of an eye. Felicity was about to move forward when she was once again stopped by Faye's sudden gasp. "Uh oh!"

Flynn immediately spoke the words that flashed into Felicity's mind. "What?! What is it?!"

"I think I accidentally short-circuited Black Cat's new voice device when I shut the lasers off!" Faye replied, her tone frantic.

It took every single ounce of Felicity's willpower to keep herself from panicking just as much. _Are you kidding me?!_ Now how was she supposed to disguise her voice from the one guy who knew too much about her already?!

"Wait, wait," Flynn cut in, "I don't think it matters anyway. If Spider-Man were here, I would've seen him on the screen. And I haven't seen him ever since Black Cat entered."

Before Felicity could form her own opinion about the situation, Flynn spoke directly to her. "Just go Black Cat, go! You've already lost ten seconds!"

Felicity nodded, and locked her eyes on the prize in the middle of the room. _Alright, it's now or never!_ She ran swiftly across to the platform on which the diamond was sitting, and hastily took out her welding tool for a third time. But before she could use it on the protective glass casing, Felicity was suddenly struck by the sense that she wasn't alone. Although she didn't see anybody, she had the strong feeling that someone was in the room with her.

And it wasn't long before she was proven right. Whereas she would've otherwise ignored this command from a police officer or security guard, Felicity truly froze when she heard a familiar, light-hearted voice. "Hi! Remember me?"

* * *

_Reviews would be appreciated._


	8. Chapter 8

Chapter 8

Felicity already knew who it was, yet she still spun around to face him, Spider-Man…Peter Parker. He hung upside down in the shadows from the ceiling by his webbing, which he quickly discarded to land upright on the floor. Felicity instantly remembered that she was running out of time before the lasers came on again. And yet, it was like she couldn't move her own feet. Her attention was focused solely on the guy in front of her. And somehow, when he entered the light that came from the only lit bulb in the room, it just freaked her out all the more.

"I see you're speechless! Another win for me then!" he remarked in a joking tone. Though he was masked, Felicity could practically see Peter's smile through it. And she wished she could smile along with him. "In case you haven't guessed it already, I'm here to bust you for bustin' in!"

Felicity struggled to find her voice, until she remembered just in time that her voice device wasn't working anymore. Still, she had to say something! Fortunately, she somehow found the right words, and the right way to say them. She brought out her claws, hoping she looked as intimidating as she sounded. "Get out of here, bug-eyed freak!" she snarled, intentionally making her voice deeper. "This is none of your business!"

The eyes of Spider-Man's mask went wide. "Really?" he asked teasingly. "As I remember it, it's my business to stop people like you, crazy cat lady!"

"Get goin', girl!" Faye spoke in the comms unit. "You got forty-five seconds left!" That was when Felicity realized that – as much as she didn't want to – she was going to have to fight off her new date. The mission had to come first.

Thinking fast, she reached behind her back and took out two electrocuting disks. "Try to stop this!" she exclaimed at him. Without missing a beat, she swiftly tossed them his way. And yet, the next thing she knew, Spider-Man was looking at her from the corner of the room, on the ceiling.

"Wow." Judging by his tone, Felicity guessed he wasn't impressed. "I thought cats were faster than that!" He tipped his head to the side slightly. "Seriously though, why don't you just be a nice kitty and come on a walk with me?"

Felicity somehow smirked a little bit. If nothing else, she was at least somewhat enjoying this battle of who could be more sarcastic. "Do I look like a nice kitty to you? And we at least stay focused!"

Hoping to surprise him, she shot her grappling hook toward him as though using a web-shooter of her own. But once again, he dove out of the way like it was nothing. "Geez lady," he said nonchalantly as he stood up on the floor. "If you're gonna fight me back, at least make it a bit challenging."

For a split second, Felicity was caught off guard with offense. But then she had to remind herself that Spider-Man believed he was speaking to the Black Cat, not Felicity Harding. And the more he believed this to be the case, the better. After coming up with another way to potentially surprise him, she put her hands behind her back again. What Spider-Man didn't see was that she was putting her claws away, given what she was about to do. Looking him straight in the eye, Felicity changed the tone of her voice to be slightly darker as she said, "You asked for it."

Though she threw a punch at him, she knew he'd dodge it, and Felicity was ready. While not exactly on par with the wall-crawler, with everything Faye had made for her, she had to be close. And now she was putting that to good use. The two of them had started sparring around the room. Or rather, Spider-Man was the one sparring, while Felicity was using mostly defensive moves. She still didn't want to have to use physical force on the first guy who'd ever asked her out. Even so, his moves kept coming, as did Felicity's dodges.

He tried once, twice, and again, but she was keeping up with him, blow to attempted blow. She smiled a bit when she thought she saw an impressed look on his face, if the widened eyes on his mask were any indication. _Didn't think I'd put up this much of a fight, did ya, Spidey?!_

Suddenly though, it seemed he found an opening. Before Felicity knew it, she found herself entrapped in a lock. "Listen," her captor said with a lightened tone. "I'm really not the kinda guy to gang up on a lady. But every now and then I need to make exceptions."

"Black Cat!" Only then did Felicity realize that her sisters sounded the most frantic they'd had in quite a while. "You gotta get outta there now!" "You got twenty seconds left!"

Felicity now remembered where she was, and why she was here. Not for the guy she had the most bizarre crush on ever, but for the diamond still sitting in the center of the room. Yet how was she going to escape Spider-Man's grip on her?! Surprisingly, the answer seemed to come pretty fast to her.

"You're right about that!" she said to both Spider-Man and her sisters. Immediately after, Felicity began to relax, perhaps a little too much for her captor's comfort. While she did do this reluctantly, she could see no other way out.

"Hey." Spider-Man sounded concerned, causing her already excited heart to skip a beat. "Hey, you okay?" She closed her eyes to continue the charade, and he began to lower her to the ground. What he – hopefully – hadn't seen just before, when her arms had flopped to her sides, was that she'd used a bit of slight-of-hand trickery.

Before he lowered her too much, Felicity's eyes flashed open, and she planted the disk on the wall-crawler's leg. He let her go instantly as the powerful – but not fatal – electric shock spread through him, causing him to drop on the ground instead. At the same time, he let out a surprised – but not pained – cry before shouting, "What is that?! Wha–?!"

Reassuring herself he'd be fine and that he'd be down long enough for her to take the prize and go, Felicity rushed to the platform and, with no time to waste, smashed the glass casing. In record time – at least for her – she threw off her small backpack, opened it, stashed the diamond inside, closed the backpack, and then put it on again.

But her troubles hadn't ended there. If anything, they were just getting started. Though she had told herself it was inevitable, Felicity still couldn't help but put her hands on either side of her head and clench her teeth in panic as Faye counted down. "Three, two, one…!"

_BRRHHH! BRRHHH! BRRHHH! BRRHHH!_

The red lasers had come back on, and Spider-Man had been in their way. And now the alarm of everything having gone wrong was blaring in both their ears. Felicity then heard another noise. She spun around, and saw that the doorway, though open, was now lowering down an extra door. One that chillingly resembled those found in a jail cell.

_I don't think so!_ Felicity shook her head. She then shot forward, her prize in tow, and dove under it into the hallway. She knew she was leaving Peter behind, but she had to tell herself it couldn't be helped. Even still, part of her now almost wanted him to follow her, if for nothing else than getting him out of the room.

With no option other than to go back the way she came, Felicity found her way to the elevator shaft, and pulled herself all the way back up it using her grappling hook. At one point, she thought she heard Spider-Man's web-shooters, but she didn't dare stop. She jumped back into the cab, and with all pretense of silence having been blown away with the alarm, she hastily slid the doors open.

"Hey!" One of the men on the platforms shouted. Felicity rolled her eyes at this new obstacle. Still, they had to be at least a little disoriented after the alarm probably blared in their ears too. If anything, it was rather miraculous that none of them fell off their platforms.

All this went through Felicity's head as the men started using their own grapple lines to get to the ground level where she was. But she had already started sprinting hard, and was more than halfway to the walkway from earlier. She did have to fight off a few guys before she eventually got to it – which at least somewhat had to slow down the guy she was sure was on her tail – and her grappling hook shot up to grab onto the railing. Felicity immediately ascended, even as she already saw two armed men waiting for her at the top.

They'd tried to grab her, but she was more than ready. She quickly brought them down, while making sure to keep them from the railing. Yet when she downed the second one, her eyes caught Spidey's from his place on the ground level. While thrilled that he did get out of the trap, she knew she had to leave before he could trap her in turn, and thus fled down the hall.

* * *

Peter had just regained his senses and his footing when he then saw the Black Cat dive into the hallway. And he quickly saw why. Just as fast as her, if not faster, he lunged forward to the doorway which was closing rapidly, and just barely managed to get down before the cage door lowered completely. Peter then caught sight of his target just as she turned the corner down the hallway, and he took off after her. At the same time, he tried to get in touch with Karen.

"Karen!" he gasped as though breathless. "Karen, are ya there?!" _Please be alive! Please be alive!_ Just then, he breathed a sigh of relief when he heard her voice.

"_I am sorry, Peter. I am afraid I was briefly struck down by an unusual powerful electrical surge._"

"Oh good! Oh good!" Peter gasped again, this time in happiness. Then, realizing his mistake, he hastily added, "I mean, good that you're back!" He paused, feeling momentarily awkward, before he asked, "Any damage at all?"

"_I do not detect any damage to my systems_," Karen replied. Peter wasn't too surprised, upon remembering that Mr. Stark had made and given him this "minor upgrade" of a suit. He then remembered just as quickly that he was still a man on a mission, with a criminal to catch.

"Hey, Karen, I'm on the Black Cat's trail," Peter hastily explained as he rushed down the hall. "The second I spot her, I want you to mark her to help me track her. You remember what she looks like, right?"

"_I would probably recognize the one who attempted to shut me down, yes_," Karen replied matter-of-factly.

"Yes!" Peter hissed. And not a moment too soon. The moment he turned a corner, he thought he saw a shadow climbing up the open elevator shaft at the end of this last hallway. Determined to catch up to his target, he turned his run into a sprint. He made it inside the shaft in mere seconds, but when he looked up, Peter cursed his bad luck when he saw Black Cat had made it to the very top already. In a split second, he lifted his hand and shot a line of webbing to the ceiling, satisfactorily startling the thief.

Even then though, she didn't stop. Peter sprung himself up, and likely would've suffered a major concussion were it not for Karen's warning. "_Oncoming heavy metal object._"

"Woah!" Peter shouted as he just barely stopped a centimeter beneath the bottom of the elevator cab. "Thanks for the heads up, Karen!"

"_Don't mention it_," Karen replied. Peter made the immediate adjustments in his ascent, even if the gap between the cab and the wall of the shaft was a bit too narrow for his liking. But he couldn't afford to waste a second. After scrambling over the cab and then through the opening in the roof, he hurried through the elevator door, and inexplicably froze in his tracks at what he saw next.

Black Cat had clearly fought her way to the other side of the room. He saw the woman herself on the walkway, locked in combat with two more guards. And yet what struck Peter as odd was that, while she was fighting them, she was keeping them away from the railing of the walkway, as if she wanted to prevent them from going over. Immediately, Peter flashbacked to the first time he ever saw the thief, before he knew she was a thief. She'd fought off those thugs just as he would've. Could a woman like that – even if she did steal things – truly be such a bad person? What if there was another way he could stop her?

Just as he thought this, Black Cat turned his way. And once their eyes met, she spun around and darted out of the large room and into another hallway. Peter immediately used his web shooters to swing across to the walkway. He still wasn't going to let her get away, but he had different reasons this time. To his frustration, by the time he made it to the hallway, she was already more than halfway down it. Peter saw that she was speeding toward a window, and therefore her escape. But he had to get to her.

"Hey! Wait up!" he shouted, even as he knew it probably wouldn't help. Regardless, even as Black Cat managed to shatter the window with her boot and bring out her claws to climb out with, he still barreled down toward her. She immediately scrambled out of the window to climb up the wall on the outside – much like he would – but Peter still didn't stop. Once at the window, he looked out to see that the building was already surrounded by cop cars, with their blaring lights and high-pitched sirens.

Peter groaned. This was absolutely _not_ helping him. Nonetheless, he could see where Black Cat had climbed up onto the roof. She still had to be close by. Ignoring the officers' collective shouts and objections, he hurried up the wall after her, and smiled to see she still wasn't too far away. But in no way did he slow down. He hauled himself onto the rooftop and once again took off after her.

"Hey! Stop!" Peter shouted again as he ran. "I just wanna talk to you! Come on!" As he continued to follow her trail, he had to hand it to her: she was fast. And probably the best free runner he'd ever seen. But Black Cat didn't have web shooters. And yet, even as he used them to swing after her, he tried to ignore the idea he had in mind about how else he could use them.

"Black Cat!" he called out to her again. "Come on, pull over!" Predictably, she continued to run. Peter hated it, but he'd run out of options at this point. He was gonna have a word with her whether she wanted it or not. He stopped on a taller rooftop, but kept the still fleeing thief in his sights as he waited for the perfect time and place to take the only shot he had. He saw an opening. Wanting desperately to make this shot count, Peter took aim and shot some webbing her way.

He didn't wait to see if he'd hit his mark, but the echo of an alarmed shout reached his ears, causing him to smile bittersweetly. He didn't want it to be this way, but he had no other choice. He could only hope she'd eventually forgive him, slim though the chance was.

When he finally did stop a few feet from her on the next rooftop, Peter could tell he wasn't the only one out of breath. Even so, he couldn't help but snicker at the sight of Black Cat's hand stuck to the wall by some of his webbing. What wasn't funny though was the look she gave him – the kind a cat makes when prepared to claw your eyes out.

Still, he wanted to lighten the situation at least somewhat. "So, the masked lady finally stops!" he grinned behind his mask. The cornered Black Cat didn't speak. She only bared her teeth and let out a low growl. And yet, when he actually looked at her eyes, Peter thought he saw a sense of vulnerability in them, one that almost seemed familiar to him…

He shook his head to clear it. She'd already fooled him once when she played dead. She was not going to fool him twice and have the shame fall on him. Still, he continued to keep his tone light as he spoke to her. "Hey, I know this looks really bad, and I know you must really hate me right now. But…this isn't necessarily what it looks like."

"Don't play dumb with me," the feline femme-fatale growled at him again, though it wasn't as biting as before. "I know why you're here, _Spidey_. I already figured it out when you set me up back there! How do I know you're not working with the owners of the building? Or the cops? You already kinda do their job for them!"

"Hey, finally got a word out of ya!" Peter smiled while she continued to glare at him. Fortunately, he could see it was lessening. "In all seriousness though, I just wanna have a little chat." Black Cat opened her mouth to speak, but he beat her to it. "No, I'm not working with either the owners or the cops. They had no idea I was there, I swear." He then saw though that he wasn't making much progress. He sighed and added, "I'm sorry. I didn't wanna use force, but if I didn't use it, I would've missed my chance."

His spirits lifted when he saw the corners of the woman's mouth turn up slightly. "Well then, I guess I can't say this is a trap," she sighed as she hung her head in defeat. "You've already got me right where you want me." Black Cat lifted her head back up at him, the look in her eyes having grown tired, and a bit more vulnerable than before. "What are you waiting for?"

Peter had begun to get lost in her gaze when her voice suddenly brought him back. "Oh yeah, yeah, sorry," he nodded as he remembered why they were here. He then mustered up his courage and crossed his arms at her. "Listen, I'm not gonna ask why you steal things. To be honest, I don't know if I care. Not to brag but, I consider myself a nice guy. And I can see some of that in you, too."

Black Cat frowned at him in confusion. "What are you talking about?" she asked. "You don't know me. And I don't know you, either."

Peter's eyebrows raised behind his mask as he was suddenly struck with a fresh sense of curiosity. "Do we?" he asked. "Know each other, I mean."

The woman paused for a moment, and he thought he saw her eyes widen slightly. But she then carried on as though he'd said nothing. "The point I'm making is, what makes you think I'm a quote-unquote 'nice guy?'"

"Cause I've seen for myself," Peter replied. "You remember, don't you? That night you got those thugs for me and we kinda had a bit of a connection?"

Her eyes lit up, telling him she did remember. But she still frowned at him. "I was on my way away from a sting I'd just done. Surely _you_ at least remember the police sirens? Why didn't you just join the pursuit?"

"All I'm saying is, I've come across a ton of thieves," Peter explained. "But I haven't met one who'd willingly risk arrest to help someone getting jumped."

Black Cat shrugged her shoulders, and gave him a face as if he'd just said something obvious. "Look, I may be a literal cat burglar – so to speak – but I'm not a jerk."

"And that's my point exactly," Peter nodded, happy that she was finally getting it. "This may sound weird, but I like you too much to see you go to the pound, if you know what I mean. So…I'm gonna let you go."

As he expected, the woman's eyes widened in complete surprise. "I'm not done, though. I still have a job to do. I'll let you go if you stop robbing places. I'll even give you three chances to stop. And just to be clear–" He held up one finger. "That job you just did is number one."

Black Cat huffed indignantly, almost as though she'd been catcalled. "That's not very fair," she said sarcastically as she smirked at him.

"Yeah, well, like it or not, I'm serious," Peter replied. "I don't make offers like this every day. You got two more chances so, the ball's in your court. If you haven't stopped by then, it won't be fun for either of us, but I'm gonna have to turn you in. Deal or no deal. Take it or leave it."

Black Cat now stared blankly at him through her goggles. "You are a bit naïve, you know that, Spider-Man?" she asked as though teasing him.

Peter returned her smirk from earlier, even as his masked face felt slightly hot. "Yeah well, you're not the first one who's said that to me. But I need an answer, and I kinda need it right now."

"Deal!" she said abruptly, now surprising him. He hadn't expected her to answer so fast but, he was happy she seemed to understand. "Now, how about this little trap of yours, Webhead?" She then nodded her head toward her hand, which was still stuck to the wall. Peter was about to tell her – if reluctantly – that it wouldn't wear off for at least an hour, when her eyes seemed to light up again. "Wait, I have an idea." He then watched as she used the claws of her other hand to tear through the webbing like it really was a simple spider web. He even let out a small gasp and took two steps back, he was caught completely off-guard. He then made a mental note to make more adjustments on his webbing material.

"I see I've escaped you again," Black Cat smiled triumphantly. Despite what she just did, Peter found himself returning her smile somewhat. But before either of them could say or do anything else, the sound of police sirens began to echo more loudly through the area. They were getting close.

Peter turned to face her one more time and said sternly, "Remember what I said, 'kay? I'm gonna hold you to your promise, Black Cat!"

"As you should," the woman smiled in agreement. She then spun around and climbed hastily over the wall, before she turned again one last time toward him, her glare from earlier having turned into one of…admiration or respect? He couldn't tell. "Goodnight, Spider-Man." And that was the last Peter saw of and heard from her as she turned to flee once again.

As he had the first night he saw her, he couldn't help but stare after her. He had slightly different reasons for doing so this time, however. The more he thought about it, the more he realized certain things. For one thing, she was as tall as him. And while he had certainly seen her in person before, for whatever reason she felt more familiar than that. And that look in her eyes…

Yet try as he might, Peter couldn't put his finger on it. Then again, Batman himself couldn't figure out Catwoman, so he was apparently in the same boat. He was also getting tired, so he turned and headed the opposite direction toward his own Batcave.

* * *

Would that he have looked though, Peter might have seen the mysterious blond woman who couldn't believe her luck. Somehow, someway, she'd always ended up at the exact right place at the exact right time. And just as always, she had something good to report to her master. Even if he always seemed more pleased in the news she brought than the messenger herself, she had the feeling he would love the plan that was already being put together in her mind.

* * *

_Reviews would be appreciated._


	9. Chapter 9

Laughter isn't exactly an unusual thing in lunatic asylums. But if one was to listen out for a certain kind of laughter, one would find that they aren't all the same, especially if it comes from someone who clearly isn't as insane as he would have people believe. Of course, if he were laughing about anything else, it would seem off, given how single-minded he is about his mission that he can't help but crack his usually calm demeanor with things going exactly as planned.

"This is simply rich!" he smiled as he spoke in a surprisingly low voice. "I knew it would be easy, but not this much! It is as though they are willingly taking the exact steps I want them to, acting like the pawns they are." As expected, his lovely assistant – whom he obviously had, given the magician he was – couldn't help but laugh along with him. But she immediately ceased almost as fast as he did when he ran a hand over his face and his expression changed – something that was as natural to him as blinking.

"But that does not mean we can let our guard down," he continued where he left off. "Not yet…" He then stared off into the distance as though he were looking at something his lovely cohort couldn't see, and added, "No, on the contrary, Diane. It means we must pay more attention than ever if I am to succeed as I know I will."

Diane's curved lips fell at the sudden change of pronouns. She always had that nagging feeling that told her the man before her was simply working through her to fulfill his own lofty ambitions. But she'd always managed to push it away long enough to imagine that he had a future for the two of them in mind. Now that he was being so blunt about his real intentions, that nagging feeling came back in full force.

But of course, her boss failed to notice, lost as he was in his own mulling, his own bitter recollections of what'd planted within him a near-consuming desire for revenge. Once again, he was seeing that day, seeing the people who stabbed him in the back, and then the person who offered him a way to return the favor. Had that fool of a man not allowed himself to get caught, he might have this man's respect. But he hadn't earned it, therefore he would never get it. But as for this man and his vengeance, he was more than willing to go through any and every length, and he would get it. The longer his targets remained alive, the greater chance the trail of bodies he'd participated in laying would lead to him. But he would get them first. And now, knowing that there was something going on between one of his targets and New York's so-called friendly neighborhood Spider-Man, it was enough to put quite the smile on his face.

And Diane ruined it when she next spoke. "Pardon me but, I'm afraid I don't see how this goes into our plan." Her boss turned a hard stare on her so fast she visibly shook. His unblinking eyes full of malice remained on her as he strode slowly forward until he was standing over here.

"Such things are not for you to question," he replied, barely managing to control himself. "This is my plan, not yours. I am the one playing this game, you are the tool. I make the rules, you follow them. Do I make myself clear?" Being the smart woman she was, Diane quickly nodded, and her boss's sneer of a smile returned to his face. "Thank you." He turned around, and in a moment stood beside a small metal table. "Otherwise, I would have to treat you the same way I now treat this," he added, pointing at the table. And to give a little demonstration to further make his point, he slammed his fist down on it.

* * *

Felicity's head shot up the moment something next to her hit the table. After recovering from the brief bout of dizziness that followed, and remembering that she was in first period, her tired eyes then flew up and immediately went wide as she saw the boy she'd expected to see yet always felt nervous around. In turn, Peter's eyes widened when he realized what he'd done in laying his books down a little too hard. "S-sorry," he said, obviously trying not to stammer. "I-I didn't mean to. I–"

"No, no," Felicity shook her head. That unfortunately brought the dizziness back a bit, but she forced herself to look at Peter, even as she hoped he wouldn't look too closely at her. "I'm fine, really. I'm not as fragile as I look." She bit her lip at that last sentence, and reminded herself to always carefully consider her words when around this boy, as anything could give her away.

Peter hung his head to the side and frowned. "Actually, I was gonna say. You don't look well. Your sister told me what happened Saturday, that you couldn't make our date because you were sick."

"Oh," Felicity returned his frown. "Oh, she told you that, did she?" On the one hand, she felt annoyed at Flynn – it most certainly had to be her – for disclosing somewhat embarrassing information to her date. But on the other, at least it wasn't a complete lie that she'd been unwell. Having returned home exhausted after the "incident" of that Friday night, she found herself genuinely sick to her stomach the following day. And needless to say, she'd quickly produced evidence to her sisters that she wasn't faking it.

Having spent most of the last two days in that fitful sort of sleep sickness often brings on, Felicity had the barest recollections of the times she was awake – and even more so those few moments when she didn't have her head in a bucket. She vaguely remembered being relieved at not having to face Peter so soon after their little conversation on the rooftop, when he let her off with a warning. Yet she could also remember feeling disappointed. In spite of the danger that was present in every moment she spent with him, she genuinely liked Peter. And had circumstances been different, she'd be far more happy to see him than she was now. But as it was, if he had even the slightest suspicion of who she was…

"Felicity?" Peter's voice snapped her back to the present. "You okay? You're so pale. Do you need me to get you a bag or something?" He then rested his hand on her shoulder, and that slightest of touches sent an electric pulse through her. Realizing only then how she must appear to him, she shut her eyes briefly and shook her head again, though not as much as before.

"No, really, I'm fine, Peter," Felicity insisted. "I think I should know by now whether or not I'm going to…" She hesitated before finishing, "You know." Fortunately, Peter seemed to understand. He nodded and then sat down next to her. "If anything, I'm the one who should be sorry. I ruined our date."

Peter gave her a confused look, and Felicity found herself pleasantly surprised at how it made his boyish face look all the cuter. "What are you talking about?" he asked. "Do you think I'm gonna blame you for something that's not your fault?"

_No_, Felicity thought bitterly. _But there are plenty of other things that are my fault that you _can_ blame me for._ She blinked hard, willing such thoughts out of her mind, and tried to smile as she replied, "Thanks, Peter. And speaking of which, do you wanna reschedule now or later?"

Peter was about to speak when the sound of the classroom door opening turned both their heads. At the sight of the teacher, Peter turned back to Felicity and said, "I think it'll probably have to wait. You just try to focus on getting better. I'll call ya later, 'kay?"

"Okay," Felicity said softly, once again touched by how sweet he was, and pained at how she had to remind herself that this guy was still her enemy…maybe in the least possible way, but still. Felicity then spotted movement out of the corner of her eye, and turned her head to see her blond friend, Emilie, waving at her to join her at the table. Felicity nodded, quickly gathered her things, and hurried so fast to join her friend across the room that she nearly toppled over when she got to her seat.

Emilie chuckled, but Felicity could tell she wasn't doing it to be mean. "Girl, you need to work on reminding yourself what hand-eye coordination is. I know he's cute, but you can't let stuff like that go to your head."

In spite of herself, Felicity let out a small sigh as she admitted, "He is kinda cute, isn't he?" Again, in spite of herself, she let her eyes land on her new friend – if she could really call him that at this point – as he took his seat beside the boy she remembered was called Ned. For a moment, she allowed her mind to wander on what their date would've been like had they not had to cancel. Would he think she was pretty, and have the courage to tell her? Would he have paid, or would she have insisted they split it? Would the two of them have had the courage to go so far as to k–?

A sudden snap of the fingers and the sound of her name quickly brought Felicity back to the present and made her look at Emilie again. She found herself smiling at the slightly annoyed look in her friend's eye, but then asked, "What was that, Em?"

Even if she was a bit annoyed, Emilie couldn't help but smirk a little. "You must seriously like him. I've never seen you act that way about any other guy." She then shook her head, making Felicity briefly envy her blond curls, and added, "Anyway, I was telling you I hope you remembered to bring your gear for practice after school?"

Felicity's eyes widened. "Oh yeah, yeah, I remember!" Come to think of it, it was quite the miracle she had recalled that gymnastics practice was being moved to today, given how her mind was almost exclusively focused on Peter, and their love-hate relationship. "Don't worry about me, Em. I'm not just gonna forget all the moves we've just learned." At least, she hoped she wouldn't…

* * *

Meanwhile, as Peter sat down next to Ned, his friend gave him a skeptical look and gave his thoughts out loud. "Man, I'm not gonna tell you who you can and can't fall in love with. I'm just gonna say don't let this one go down in flames like last time."

"We're not in–!" Peter started to protest. But he stopped himself when he let Ned's words sink in, and he couldn't deny that Ned had at least somewhat of a point. "Okay, maybe we are, a little. But come on, you gotta admit it. Felicity's great! And besides, since when did you magically gain the ability to see into the future?"

"Alright, okay!" Ned gave in, though he was laughing slightly. "I was only giving my opinion. Speaking of which, might I also remind you that there's another girl out there who could use a bit more of your attention, if you know what I mean."

"What do you–?" Peter started to ask, when he stopped at the realization of whom Ned meant, and was now feeling more than a bit regret of having told him what'd happened between him and Black Cat. "Oh yeah, yeah, I know what you're talking about. But…this isn't exactly the best time to talk about it."

And he was right. Class was really starting to get underway, and the last thing Peter wanted was to be called out for not paying attention. And yet, even as he tried to keep up the appearance that he was listening, he found himself really letting Ned's words to sink in, not so much about Felicity, but the other lady who'd seriously been occupying his thoughts as of late.

Recalling what'd happened those three nights ago, Peter at first had wondered why he just up and let her walk off scot-free. Well, maybe not scot-free, but free enough. What'd he been thinking? The lady was literally a cat-burglar, not just a run-of-the-mill, down-on-his-luck petty criminal. Besides, he'd promised Mr. Stark, the guy he couldn't help but hero-worship, that he'd bring her in. Mr. Stark himself had been getting a bit worked up over the likelihood of Black Cat robbing him, whether or not he'd admit it. Peter let out a slight groan as he thought of his idol's reaction were he to tell him exactly what went down that night.

He'd been in his Spider-Man get up, he literally had her trapped in his web, and…something in him told him he should let her go. But why? It certainly couldn't be because he thought she was pretty, even though Peter couldn't deny there had been at least a bit of attraction. But besides that, it also couldn't have been because she was a woman. Even if she was the first major female villain he'd faced in his career as Spider-Man, he'd caught enough female criminals at that point to know he shouldn't give in to the temptation to be nicer than he would be to a guy. No, Peter then thought, it wasn't either of those factors.

Then he remembered once more how Black Cat stood up for that guy that first night they'd crossed paths. How she obviously took care not to kill any of the security guards on Friday, even as she just bulldozed through them. Even if she was a first-class criminal, it was obvious to Peter by then that she wasn't the kind to just murder anyone who got in her way. Even if he still didn't know why she did what she did – for all he knew, she simply got a kick out of doing it – Peter had sensed some goodness, slight though it was, in Black Cat, which he couldn't recall sensing with any other villain he'd caught, not even the Vulture.

But even upon realizing that he figured out why he'd let her go, Peter reluctantly had to remind himself that he still had a job to do. He still had an assignment given him by his idol. But if there was anything that Black Cat did have in common with the Vulture, it was that Peter wouldn't feel all that good once he would be forced into turning her in.

* * *

"Felicity Harding?" Felicity snapped at attention when her name was called out. She then realized it came from her gymnastics instructor, and then remembered where she was. School was over, but the day was not. Her gymnastics class, which was usually held on Tuesdays and Thursdays, had been moved back to this Monday, though she couldn't exactly remember why. Somehow, she even recalled the reason her teacher had called her out, even before the older woman said it. Or perhaps merely believed she did. "Yes, Ma'am?"

"I asked if you would care to demonstrate for some of the newer students?" the teacher asked. That was one thing Felicity hadn't remembered. At the start of the season, they'd gotten some new Freshman members. Felicity looked and saw the three new girls, and couldn't help but feel for their varying levels of shyness. Emilie, who stood next to her, lightly bumped Felicity on the arm with her elbow, causing her to look directly at her friend.

"You got this," Emilie smiled encouragingly. "You're the best in the class." Although Felicity wasn't one to brag, she did have an idea that she probably worked harder than any of her teammates, most likely because she had the most amount of issues she was trying to get away from. Once again, she pushed all those issues away and smiled at the teacher.

"I'd be happy to," Felicity said before walking forward toward the balance beam. She remembered the first time she'd gotten close to one, back when she was half the age she was now, and how intimidating it had looked. Now, standing on such things was almost like second nature. She hoped it appeared that way as she climbed up onto it and stood straight as a pole. At least she was feeling much better than she had this morning.

Felicity briefly closed her eyes, reminding herself to breathe and find her center. For as long as she could remember, Felicity had found it far easier to think while moving rather than standing still. For her, such a thing was as natural as breathing. Whenever she did gymnastics, it was like everything fell into place. The world around her could be at war, but when she moved, she could be at perfect peace. Perhaps that was one reason why she often felt confident on her missions.

Hoping at least a fraction of that confidence showed, Felicity began her demonstration. Although she would otherwise have not favored the analogy, she imagined herself as a cat walking on the narrowest of rails, eyes on nothing but the prize at the end. Usually she imagined it to be something she was swiping on a job, but now, as she moved about on the beam, the prize that came to her mind took the shape of a…spider?

Felicity recovered just in time to steady herself before she could fall off, but as she continued her demonstration, the prize at the end of the imagined rail once again took shape in her mind. This time it seemed to take the shape of a man. Now that was easy enough to handle. Without another misstep, Felicity managed her routine in a double flip off the beam, landing neatly on the mat as her ears picked up the sound of applause.

But before she could revel in it – and get away from the shadowy man of her imagination – Felicity opened her eyes…and the first person they landed on was the last one she expected to see, and the last one she would've wanted to at the moment. The word "alarmed" didn't feel nearly adequate to describe the shock she felt as Peter Parker returned her surprise, even if it was marginal. Felicity instantly wished she could sink into the mat underneath her, and she could feel the heat of red creep up onto her cheeks, not from a good workout, or even embarrassment. As her heart began pounding against her chest, Felicity's thoughts were filled with shouts that Peter – Spider-Man – the man who was on her tail, had to know now that she was his newest quarry in his career of hunting criminals.

* * *

As Peter returned Felicity's gaze, he had to wonder how a last-minute trip to the boy's locker room to search for a book he'd lost had turned into a run-in with the girl who was almost always on his mind now. More, she didn't seem to be merely embarrassed that he'd walked in on her gymnastics display. Something about the look in her pale blue eyes almost seemed to strike him at the core. It was like she was terrified…of him. But why would that be?

It was only at the sound of the instructor clearing her throat that Peter turned to the older woman. "Sir, I don't know what your business is here, but this is a private class." It took faster than Peter was used to for him to figure out that she suspected he had less-than-decent intentions for coming here. And it took just as long for him to come up with the words to assure her otherwise.

"Sorry, Ma'am. I just remembered I left one of my books in the locker room, that's all." As he spoke, he did his best not to meet Felicity's gaze again, and yet she remained barely in sight at the corner of his eye. Thankfully, the instructor finally seemed to understand and nodded.

"Alright then, but be quick about it." Peter returned the nod to say thanks, and again, forced himself to look straight ahead rather than look at Felicity again. This he did so even after he collected his lost book and departed from the gym. Only then did he allow himself to wonder what had freaked Felicity out so much to cause such a volatile reaction at the sight of him. Peter had to believe she still liked him, and he knew that his sudden arrival surprised everyone, not just her. So what had that been all about? And for that matter, where had she learned to move like that? All potential explanations remained closed to him, however. All he could hope for now was that this more-than-awkward encounter didn't lead to the end of something good before it could start.

* * *

_Reviews would be appreciated._


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